United Heroes Adventures: Ultimate Fantasy
by KingFrancisX
Summary: The most amazing heroes of two worlds collide! Adam Taurus and MODOK opened a portal to the Ultimate Universe with the intent to conquer it, and the Amazing Spider-Man and his friends are coming along for the ride to stop them. They come across Miles Morales, the new Ultimate Spider-Man after his world's Peter Parker died. Can the two spiders work together and save Miles' world?
1. Prologue: Dread in the Air

_Prologue: Dread in the Air_

**Brooklyn, New Vale City**

A quiet night has been casted upon the streets of New Vale City. The perfect time for any criminal scum to lurk about and disrupt the peace. Whether they'd be human. Mutant. Mobian. Faunus. Or perhaps, all of the above.

Here in Brooklyn, there are over 2 million people that lives in this flat terrain. A borough known for its ethnic diversity that has centralized business districts among other things on the surface. But deep below those streets, there are those that set up shop for their secret criminal activities to take over the city.

For instance, there is a mysterious subterranean lab beneath Brooklyn that threatens the safety of the city. A massive, hi-tech facility where terrifying science experiments are being conducted for villainous purposes. Inside this lab, there are soliders dressed in black and white that wear masks that resemble the bone-like coverings on the faces of the Creatures of Grimm. These soliders are part of a terrorist organization known to the world as the White Fang. And what makes them unique is that they don't consist of humans. Instead, they are animal-human hybrid known as Faunus, and humanity loves discriminating them.

The White Fang soliders are conducting one of their biggest plans to date, right here beneath Brooklyn in this mysterious chamber. They are seen carrying deployment pods that are holding differently-colored alien, squid-looking creatures that they have forcefully captured over the past few days. And because of this, the aliens look terrified as they are thrown into giant prison capsules where dozens of other aliens are held captive. But for what purpose, and why?

While carrying an alien capsule, one W.F. goon accidently tripped on equipment that was being used by a scientist dressed in a particular yellow jumpsuit, entirely different from the usual White Fang uniform. Almost as if this scientist is from another terrorist organization together.

"Sorry." The W.F. goon shamefully apologized to the scientist.

The scientist scoffs and returns to his work on a very large, and very mysterious machine that seems to be the keystone to the White Fang and their "mysterious partner's" success.

Just as the W.F. goon was turning around, someone from above yelled at him, "What's the hold up, you inferior faunus imbecile?!" The goon looks up at the window of a control room, where more of those beekeeper-themed scientists are working on the computers. Floating before all of them is a mutated man with an egg-shaped body with stubby limbs sitting on his doomsday chair and appears to be the boss of this whole operation. "M.O.D.O.K. will not tolerate your dawdling! Transfer the Wisps to their Prison Capsules so they can be ready to be drained of their energy in order for my plan to succeed!" MODOK, the literal big-headed super-genius leader of Advanced Idea Mechanics, or A.I.M. for short, berated the W.F. goon to do his job correctly transferring the Wisps.

"OUR plan. You have been useful, MODOK, but do not forget your place."

**BGM-Mega Man Zero 3 OST-X, The Legend**

A new voice caught MODOK's attention while inside the control room. The AIM leader slightly turns his big head to a man dressed in a gray leather tunic jacket with a black and red color scheme approaching him. He also wears a Grimm Mask and seems to be a bull-based faunus judging from his two black horns, one on each side of his head.

"Ahh, Adam Taurus. You came." The unfazed MODOK greeted Adam Taurus, the menacing High Leader of the White Fang, who seems to be in an alliance with A.I.M. for a mysterious purpose.

"Yes." Adam stoically responded, standing beside MODOK like uneasy partners, "Have I ever done otherwise so far, MODOK?"

"You should know by now, I plan for all contingencies, Taurus. Can I assume that you are prepared for what comes next?" MODOK asked the faunus leader.

"All is in order, as you can plainly see." Adam stoically gestures to his White Fang soliders transferring Wisp Capsules into the chamber below. "As we agreed on, the White Fang have captured all the Wisps we need on this planet. Now have you completed your end of the bargain?" He asked the AIM leader with such arrogance that kinda annoys him.

"I do not care for your tone, Taurus!" MODOK sinisterly retorted.

"With the money I'm paying you, I'll use any tone I please." Adam crosses his arms, remaining calm and level-headed as the main boss of this deadly alliance.

"Such arrogance. Just like Stryker." MODOK scowled, recalling a man named William Stryker said something very similar.

"Do not compare to that human trash if you value your life." Adam threatened.

"Yes, yes." MODOK responds, remaining unfazed of his threat. "The Wisps you have collected for me will be used to create the perfect weapons of war, superior to Horizon Labs' Wispons. But it all pales in comparison to my latest creation. BEHOLD! The Super Collider!" The AIM leader ecstatically gestures his hands out to show his partner AIM's latest creation outside the control room: Two large machines, one staring at the other from the other side of the enormous chamber, seemingly inactive for the moment.

"Does it work?" Adam asked, remaining unimpressed so far.

"Do not doubt my genius. Of course it works!" MODOK retorted. "Per your request, the Super Collider is an interdimensional gateway to transport beings into other dimensions. Now, how many universes are you interested in conquering?" He smirkingly asked the stoic High Leader.

"Just one. The ideal world to establish my utopia for all Faunus that have been discriminated for years in this world. If the humans do not like our presence in this world, then I'll search for another one to protect my kind." Adam answered, as he plans to conquer another dimension to establish a true safe haven for all Faunus.

"And what world do you have in mind?" MODOK asked.

"A parallel world 'younger' than this one. A world where mankind is 'weak' and easier to subjugate, even when protected by so-called heroes like the _Avengers_ and _X-Men_." Adam described his preferred universe to conquer.

MODOK took all of his preferences into a holographic computer he manipulates with his psychic powers to narrow down the "ideal world" for Adam. It took a moment scanning the multiverse for that one dimension and when he found it he said to Adam, "I think I found it! A parallel dimension just as you described. Earth-1610! According to the data, this dimension has suffered disastrous events in recent months."

Adam stoically scoffs, "Shouldn't be surprised. Like what?"

"There appeared to have been an 'ultimatum' caused by that world's Magneto flooding New York City and killed millions." MODOK informed him. Adam remains relatively unimpressed until he heard the next thing MODOK says, "Here's something else. This parallel world has been in a state of _mourning_, seemingly caused by the death of one of their greatest heroes."

"And who might that be?" Adam asked indifferently.

"Spider-Man." MODOK answered.

Hearing Spider-Man's name instantly surprised Adam, as the W.F. leader looks shocked behind his mask while facing his partner remarking, "What?! Spider-Man is dead in that other universe?!"

"That is correct." MODOK responded with a straight face.

A little shocked at first, a sinister smile quickly appears on Adam's face while saying, "Interesting…Prep the Collider for Earth-1610 and get my new weapons ready. I want to establish my new utopia in that world as soon as possible."

"All because that annoying wallcrawler is dead in that universe? What grudge do you possibly have against an inferior specimen like him?" MODOK asked, curious on his grudge against Spider-Man.

"That bug has been a pest in my operations long before the worlds merged. He _stole _someone from me…" Adam silently clenches his right fist recalling Spider-Man's friendship with a certain "faunus cat", who is a traitor to the White Fang, "Insects like Spider-Man I want to see squashed under my heel. And it would seem someone beaten me to the punch, albeit they are from an entirely different universe. Nonetheless, a world where Spider-Man _failed_ is a world I want to _control_. It would be my 'ultimate' revenge against him. The icing on the cake. I will establish my new Faunus utopia right on top of his miserable _grave_." He said smiling maliciously while staring at the Super Collider, the key that'll establish his dreams of a Faunus utopia on a world where Spider-Man is dead.

**BGM End**

* * *

**BGM-Ultimate Spider-Man Game OST-Menu Theme**

**KFX Here: The prologue for an all-new mini-story is here! Welcome to **_**Ultimate Fantasy**_**, ladies and gentlemen! The new UHA story that finally introduces Miles Morales into the series. You can say this story is an adaptation of the "Spider-Men" comic from 2012 with some elements/references taken from "Spider-Man: Into the Spider-Verse" mixed with my own original ideas not seen in either media. As when this story takes place in the timeline, about 2-3 weeks after **_**Edge of Time**_**. Hope you enjoy.**

**Issue 1 begins: How to ruin Thanksgiving with a dimensional adventure!**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	2. Issue 1: From Amazing to Ultimate

_Issue 1: From Amazing to Ultimate_

**F.E.A.S.T.**

**BGM-Sonic Unleashed OST-The World Adventure (Piano Version)**

Almost a month has passed since the timeline was restored to normal after a time-altering event caused by the evil corporation, Alchemax, from the year 2099. Thanksgiving is vastly approaching. A time to give thanks and spend time with family while chowing down on that delicious holiday turkey. The good people of New Vale are already underway decorating their beloved city for the festivities in a variety of ways by either participating in football games. Preparing for a parade. Or for the people working at the F.E.A.S.T. center in Chinatown, handling a food drive for the homeless.

Inside the center, a kind man donates a few cans of food putting them inside a box on a table filled with dozen other food items. And the person in charge of this food drive is Blake Belladonna, the cat-based Faunus Huntress and an employee in F.E.A.S.T. She thanks the man for the donation with a smile and says, "Thank you so much for your kind donation, sir."

"It's Thanksgiving. Happy to help the needy." The man smiled at the cat before walking away.

Thanksgiving has always been the perfect time for dozens of people to come and donate food at F.E.A.S.T., which can be a little overwhelming for a single woman like Blake to handle by herself. Luckily, she has her good friend, Peter Parker, secretly the Amazing Spider-Man, by her side replacing the heavy filled boxes with empty ones for more food to be placed inside.

"Here you go." Peter places a box down with several other filled boxes and grabs an empty one for Blake, "Got another one for ya." as he places it on the table.

"Thanks, Pete. F.E.A.S.T. is always so busy around this time of year." Blake said.

"Of course, it's Thanksgiving. A lot of people love coming here to donate food for the homeless." Peter replied.

"Which is why it's one of my favorite holidays. The perfect time for people to come together and give thanks to one another." Blake converses while placing more food inside boxes.

"Don't forget about enjoying that Thanksgiving dinner." Peter added.

Blake grins, "Heh. Yeah. That too."

"Makes me really sad for that one turkey Faunus out there. Makes ya wonder if they taste as good as a regular turkey." Peter jokingly wondered.

"I'm not a cannibal, so I wouldn't know." Blake quipped.

With the spider/cat duo is another good friend of theirs, Yang Xiao Long. She kindly volunteered to decorate the center for Thanksgiving with pilgrim and pumpkin decorations that'll hype up the homeless people for that big Thanksgiving dinner. After putting the finishing touches on the walls, she looks at May Parker, Peter's beloved aunt and another employee at F.E.A.S.T., and tells her, "All done with the decorations, Aunt May."

"Thanks, dear. See if you can help Peter and Blake with the food drive." May replied, grateful for her assistance.

Yang replies with a cheerful two-fingered salute, "Will do!" The blond huntress then approaches her friends helping with the food drive and greets them, "Hey guys."

"Hey Yang. Done with the decorations?" Blake asked.

"Yup. Now I'm here to help you guys." Yang replied. "So Pete, I hear there's gonna be a Spider-Man balloon appearing at the Macy's Thanksgiving Day Parade this year. Did you know about that?" She asked her boyfriend.

"Oh, finally they're bringing that back." Peter responded. "It's been three years since it was accidently damaged by a lamppost and injured a couple of people, which of course Jameson used as an excuse to have more people hate on Spider-Man." He said.

"Yeah, I heard Captain Watanabe convinced the parade people to bring it back. Maybe they'll add a Spider-Man musical. Who knows?" Yang joked while filling up her boxes with food. "Speaking of musical, Weiss will be singing during the parade. The rest of team RWBY and Team JNPR will be joining her representing Beacon since this is our final year at the academy. I even heard, Luna Snow herself will have a performance!" She said with an ecstatic smile.

"The South Korean pop star who's also a super hero with ice powers?" Blake questioned, describing Luna Snow in a single sentence.

"Yes! I'm a really big fan of her music! Would love the chance to meet her and maybe get an autograph!" Yang said ecstatically.

"The chick whose own hair flares up in flames is a fan of the ice singer. How ironic. Makes ya wonder who's _cooler_: Her or Weiss? I'll go with the chick who literally has "Snow" in her name." Peter joked.

"You like annoying Weiss a lot, do you?" Blake smirked at the jokester.

"No. I like _teasing _her. Shows I care. She's adorable when she's angry." Peter quipped.

"And as deadly as a Frost Giant, like half of the times she froze you into a webbed-icicle." Blake dryly quipped.

While the three friends are helping with the food drive, two more special individuals have come to give their thanks donating food. And these two Blake knows quite well. "Excuse me. This is where I can donate food, is that right?" A good-hearted kind man asked the three friends, specifically towards Blake.

Blake was a little distracted assisting other people as she wasn't looking at the man while replying, "Yes. Just place the food-Huh?" until she quickly recognized the voice and faced him in shock to see it's her father, Ghira Belladonna, that have come to donate a large box of food for F.E.A.S.T. And by his side is his wife, Kali Belladonna. "Dad?! Mom?!" Blake remarked.

"Don't forget little Atro here." Kali holds out her pet, a purple-and-black Chao that resembles a cat wearing Blake's old black bow on its chest.

"Chao chao chao!" Atro said, as the little Chao is happy to see Blake again and flies to passionately hug her.

Blake chuckles while embracing her little Chao friend, "It's nice to see you too, Atro."

"Mr. and Mrs. Belladonna. Nice to see you two again." Peter greeted the Belladonna family with a welcoming smile as his Aunt May approaches them.

"Oh Ghira, you didn't have to come all the way from Menailan to donate." May said to him like they're old friends.

"Kali insisted. Besides, Thanksgiving's coming up and we wanted to thank you for doing such a wonderful job here at F.E.A.S.T." Ghira smiled as he gives Peter the food box to place down with the others while he continues talking to May, "We're also here for the Macy's parade. My new brotherhood of Faunus will be participating in the festivities this year with our own balloon and dancing performers."

May smiles, "I'm looking forward to it."

"I wonder what other surprises await this year?" Peter wondered with his arms crossed in amusement.

"HEY! BLAKE! PETER!" A female voice shouted from nearby.

Peter and Blake turned to the direction where that voice was coming from and learns it was from an old friend of Blake's, Ilia Amitola, a former White Fang member and a volunteer at F.E.A.S.T. By her side is Kaine Parker, Peter's dark brooding clone and Blake's boyfriend, and Knuckles the Echidna, guardian of the Master Emerald, as the group runs up to meet with Peter's group.

"Knew you guys would be here!" Ilia said to Peter and Blake as she greets them.

"Ilia?! What are you doing here? You're not working today." Blake remarked.

"And why is Kaine and Knuckles with you? Did something happen?" Peter asked them.

"Yeah. Trouble. You'll need to hear this." Kaine answered with a serious glare, which means something sinister is happening and wants his friends to know about right away.

**BGM End**

* * *

**Later…On the roof of F.E.A.S.T.**

**BGM-Sonic Colors OST-Yacker's Plea**

"Adam's doing WHAT?" Blake responded in shock, standing with Peter's group while listening to what Ilia's group has to say to them in private on the roof.

"That's what an old friend in the White Fang told me. Adam forged an alliance with A.I.M. and their leader, MODOK." Ilia informed them of what she heard the White Fang are planning this time.

"Hornhead is working with big-headed MODOK? That's unusual. Taurus's not one to make alliances with anybody unless it's with mutants like Magneto." Peter quipped.

"What are they planning?" Yang asked.

"We don't know, but me and Kaine saw them trying to capture Wisps and saved a few of them, like this little guy right here." Knuckles points to a jade-colored and a ghost-looking Wisp with no eyes descending next to the group with its rather eerie looking presence.

"_7FT25#F3!" _The Jade Wisp greeted the heroes in its native tongue.

"Never seen a Wisp like this one before." Yang remarked, curious about this new type of Wisp.

"It's a Jade Wisp. Can turn people into a ghost and make them completely invisible." Kaine explained the abilities a Jade Wisp grants someone. "The White Fang been kidnapping Wisps for a few days now. For what reason, we don't know yet, but I doubt it's anything good." He said stoically while retaining a calm composure.

Ghira has his arms crossed scowling from what his former group is doing and responds, "When will that boy ever learn? Kidnapping aliens who have been living in our world peacefully is not the way to improve relations between Humans and Faunus."

"Why are they kidnapping Wisps in the first place?" Kali asked.

Peter ponders himself while answering, "I can think of a few reasons. Wisps are composed of an incredibly powerful energy substance called Hyper-go-ons. It's their life source. It's thousands of times more powerful than any Dust on the planet and could possibly rival Chaos Emeralds if you have enough and know how to use it correctly. You've seen people use Wisps to power their Wispons, but that's nothing compared to what they're really capable of. Their energy can be drained and used to power a mind control weapon that can take over an entire planet, or can accidently create a black hole in space. Trust me. Running away from one sucks."

Kali gasps in shock from the Wisps' incredible power, "Oh dear. You don't mean to suggest the White Fang are going to use the Wisps that could destroy the entire planet?"

"They're planning _something_ big if they're teaming up with MODOK and his science club." Peter responded, having no clue of their true plan.

Blake has a serious look on her face and says, "I'm not standing around to find out. We have to stop them before they torture the Wisps any further." She then turns to Ilia, "Ilia, do you have any idea where Adam and MODOK are?"

"Not exactly, but I hear they're hiding somewhere in the city." Ilia believes the villains are performing their secret operations somewhere in New Vale City.

"_DG35 G2!" _The Jade Wisp nodded frantically, agreeing with Ilia as it can sense his captured brethren are also somewhere in the city but can't figure out where exactly.

"That reminds me…" Peter speaks up to get his friends' attention on a clue that might help them save the Wisps, "I've been hearing reports of mysterious seismic activity happening lately at Brooklyn. We might be able to save the Wisps there, so I'd say we go investigate." He said with an encouraging thumbs-up to the Jade Wisp that he and his friends will head out and save the Wisps from the villains.

**BGM End**

* * *

**That night…underneath Brooklyn**

**BGM-Spider-Man 3 Game OST-Sewers #1**

A subway car passes through a tunnel until it reaches a stop to drop off its passengers before leaving. Once the subway train cleared out through a tunnel, Spider-Man silently descends from his webline staring at the darkness of the tunnel.

"Here we are. Showtime, folks." Spidey drops down in front of the tunnel as Scarlet Spider, Knuckles, Blake, Yang, and Ilia quickly show up by his side to begin their investigation saving the Wisps and stopping the White Fang and A.I.M.

Spider-Man presses a button on his belt to activate his Spider-Signal to help the team see through the dark. Team Amazing walk deeper and deeper down the tunnels and approaches an electrified floor-to-ceiling fence. "You sure this is where the White Fang and A.I.M. are hiding?" Knuckles asked Spider-Man.

Meanwhile, Peter stylishly jumps over the fence and drops down on the other side replying, "Pretty sure. These seismic events got Brooklyn worried. Don't want Tar and MODOK experimenting with a black hole using the Wisps' energy underneath Brooklyn during Thanksgiving." He joked as the rest of his friends jumped over the fence to continue.

As the group walk down the abandoned tunnel deep below Brooklyn, a surge of Peter's spider-sense starts buzzing in his head, "Spider-Sense tingling. Something's _definitely _going on down here." He whispered to his team.

The webhead turns off his light as they sneak into an abandoned staging room. The group carefully looks through the glass window and become silently surprised spotting several White Fang soliders and A.I.M. scientists working together creating new and terrifying tech while carrying Wisp Capsules inside a massive staging room that had been transformed into a makeshift factory to drain hundreds of aliens of their Hyper-go-on energy.

"There they are." Knuckles whispered.

"You were right, Ilia. The White Fang and A.I.M. are working together." Blake remarks in quiet shock.

"What are they doing to the Wisps?" Ilia asked while horrified of the villains' actions to the little critters.

Peter quietly answers, "They're draining them of their energy that'll mutate them into Nega-Wisps. Eggman had a similar factory when he first captured the Wisps for his amusement park."

"We have to free them and take out those punks." Kaine remarked.

But while Kaine was talking, Peter sensed something else happening in another room nearby, "We will, but, I'm sensing something bigger going on in this next room." He said before spotting an air duct in the room that they can crawl through.

"What's bigger than aliens getting their energy drained?" Yang quipped, as the group follows Spider-Man through the air vent.

**BGM End**

**BGM-Spider-Man: Into the Spider-Verse OST-The Collider**

Team Amazing crawled through the vent for a bit until they arrived inside an enormous chamber. They carefully dropped down on an observation ledge overlooking the chamber and are in complete shock at the giant machine they're staring at. "Whoa! What…is that thing?" Blake remarked.

"I don't know." Peter answered, just as clueless as everyone else.

Suddenly, the giant machine roars on as lights start moving up the walls toward the top. Team Amazing look on confused as the machine then activates, firing particle beams into the center of the massive chamber that creates some type of large quantum portal. And this vortex is simultaneously projecting live footage of the city within the portal.

"Okay, this is weird." Spidey quipped while staring at the vortex completely confused on what the villains are planning with this thing.

"Mwahahaha! The power of my collider is truly a sight to behold!" A voice coming from a villainous big-head is heard inside the chamber.

Team Amazing look down below next to the vortex and sees the grinning A.I.M. leader himself, MODOK, approaching it alongside his stoic partner for this alliance with the White Fang, Adam Taurus. "I promise you, Taurus, the weapons I am creating for you using the Wisps' energy will absolutely help you destroy the city." MODOK conversed with his partner. "As long as we have their essence and the collider, NO ONE will be able to stop us from achieving our dreams! If there are those who can stop us, HAH, I'd like to see them try!" He boasted with a menacing smile.

**BGM End**

**BGM-Spider-Man: Into the Spider-Verse OST-The Amazing Spider-Man**

"Hey! We came to stop you." A simple quip from the webster got the villains' surprised attention when they turned around.

"You!" Adam scowls at Spider-Man as he drops down with his team to confront the villains.

"Gah! Intruders!" MODOK reacted in surprised.

"How come we can never meet under friendlier circumstances, like at the library or a deli?" Spider-Man joked.

Blake steps up confronting her former partner and asks him, "Adam! What is the meaning of this?"

Adam creepily smiles at his former lover replying, "Blake…come to save the day with your human friends, I presume?"

"We are here to stop you from destroying the city." Blake responded with a serious glare.

"Stop me?" Adam softly laughs for a bit before he says, "Oh Blake, you have NO idea what you're really up against, do you? What is really going on…"

The former partners stare at each other for a moment before Blake softly says to him, "Thanksgiving is almost here. Let us respect the holiday by not fighting each other."

"No matter, Blake. I have no interest in destroying New Vale." Adam responded. "But I'm not opposed to…shall we say…relocating my interests?" The highly ominous High Leader chuckled.

**BGM End**

**BGM-Transformers Devastation OST-Megatron Theme**

Swiftly, Adam unsheathes his sword just as the laughing MODOK fires a telepathic energy beam to scatter the heroes. They quickly managed to avoid it just as Blake gets tackled to the floor by Adam. The former partners fiercely clash with their blades for a brief moment until Scarlet Spider teleported above the bull's and ferociously delivered a downward punch on his face, swiftly throwing him towards Yang with his webbing. Just as Yang was ready to knock him away, Adam blocks her punch with his sword and bounces several feet away from her into a swift fighting stance confronting her, Scarlet, and Blake.

Meanwhile, MODOK just dashes toward Knuckles like a battering ram and knocks him away, quickly turning around to unleash a missile barrage to force Ilia into dodging them. In the air, Spider-Man pellets the mad scientist with a web barrage while swinging away from his constant mind beams while quipping, "Hey MODOK, what's with the alien kidnapping and opening weird portal thingies underneath the city! I'm pretty sure Brooklyn is not zoned for that!"

"Why won't you quit?!" MODOK retorted.

"I don't know. I guess I don't like the thought of Brooklyn being sucked into a black hole." Peter dodges another beam to throw one of the missiles right back at MODOK, "Staten Island maybe, NOT Brooklyn!" as he zips down onto the villain with a powerful web-strike.

Near that fight, Yang grabs Scarlet's arm and ferociously spins around in place before rocketing him towards Adam. The brooding clone pops his stingers to clash with the faunus' red blade. "You never learn, Taurus. Stand down so I won't have to break your spine." Kaine threatened him while delivering a lightning-fast spin kick to his ribs.

"Less talk, bug. More dying!" Adam flies at Scarlet, slashing at him, sending dark images of himself to attack and disorient him.

Blake and Yang rush to attack Adam in unison while Scarlet needs a second to recover, overwhelming the high leader with strikes. As he deflects a Gambol Shroud attack, Yang rushes in and grabs it, performing a Reverse Bumblebee maneuver that propels Blake at Adam. As he's about to strike her, Blake disappears since she was only an afterimage thanks to her Semblance. The real Blake suddenly appeared above Adam along with two more independent clones of herself to fiercely strike him away.

"I see. You have improved since we last met." Adam takes a moment to stand up and notes Blake's improved Semblance thanks to a recent adventure involving "dimensions shattering" and an "elderly spider-psychic" enhancing her powers.

"I'm tired of fighting you, Adam!" Blake stated.

"Then I'll end this quick." Adam uses his Semblance and unleashes a powerful shockwave through the air at Blake and her clones. While in the air, Kaine quickly webs Blake away from the shockwave and fiercely spins overhead before rocketing her and her clones down at Adam. He manages to block their triple strike and deflect the Blakes away, seconds before Kaine was going to punch him in the mask with a teleporting flaming fist and Yang punching him in the back at the same time. Adam blocks both of their powerful punches at the same time with the use of his dark clones and deflects them away to get hit by his large shockwave, but they managed to block the attack in time.

As Adam prepares to attack Blake's group again, he was caught off-guard when a screaming MODOK suddenly slammed onto his body after the big head was punched away by Knuckles. "MODOK, you bumbling fool. Stop being pathetic." Adam criticized his bumbling partner.

"Yeah, MODOK, do your job." Spidey quips, as the webhead suddenly swings down with a powerful kick on both MODOK and Adam knocking them away.

Adam growls while glaring at the annoying wallcrawler that loves getting in his way every chance he gets, "I missed out when you died the first time! Not this time!" He said, which confused the wallcrawler.

"What are you talking about, you complete mental case?" Peter quipped, while his friends are going toe-to-toe with MODOK.

Adam ferociously attempts to land fatal strikes on Spider-Man, only for him to use his Hyper-Sense Semblance to avoid all of his attacks seamlessly while moving so fast he's leaving afterimages in his wake. "Are you mad at me? I feel like you're mad at me." Peter continuously quips while effortlessly avoiding his strikes.

"What is this? You were never this quick to dodge my attacks!" Adam remarked, unaware Spider-Man retained this amazing new power after the timeline was altered and returned to normal recently.

"Been feeling a little 'hyper' to knock some 'sense' into you." Spidey quipped, while countering with a flurry of powerful hits that inflicts major damage to Adam.

**BGM End**

**BGM-Spider-Man: Into the Spider-Verse OST-Peter Enters the Spider-Verse**

Spider-Man briefly sends Adam flying with a furious spinning uppercut until the faunus swiftly recovered in midair and landed on his feet perfectly. "Stay still!" Adam demanded to the hero.

"Only if you say please." Peter quipped.

Enraged by his constant joking, Adam fully powers his Semblance and unleashes an extremely powerful shockwave at Spider-Man, who effortlessly dodges the attack with his Semblance and quips, "Whoops, ya missed."

Adam's shockwave instead flew at the Super Collider, which impacts the device. The fighting instantly stopped when MODOK noticed the impact created a huge perturbation of the collider and a mass energy fluctuation and berated Adam, "You FOOL! You distorted the collider!"

The particle beam starts to go haywire as the dimensional vortex starts going out of control. "Rut roh." Peter jokingly remarked, while clueless on what is going on.

MODOK quickly protects himself and Adam with an energy barrier from the dimensional vortex trying to suck up everything in the chamber. The energy fluctuation then starts to affect Team Amazing, causing them to start glitching weirdly and float in the air. It was at that moment they were helpless to do anything as they get sucked into the dimensional vortex while screaming, "WHOOOOAAAAAAAAA!" before it closed in this dimension.

* * *

**New York City, Earth-1610**

"HNNNNRRRRRRRRGGGGGGHHHH!" For some reason, Spider-Man found himself separated from his friends while traveling at interdimensional speeds into an unknown world that seemingly looks the same as his world. It's suddenly broad daylight as he found himself bursting into existence and painfully bouncing all over the city from the streets to the walls and finally crash-landing on top of a random rooftop.

**BGM End**

"Well…that…sucked." Peter joked through the immense pain he's feeling right now.

The amazing webslinger stands up on the rooftop, swiping the dust off his costume, and notices it's daytime in the city, which leaves him incredible confused, "Um…What just happened? How is it daytime now? It was night, now it's day." He takes a seat on the ledge of the rooftop to think this through, "Everything's the same except no, it's not. Ugh, I have the shakes. Where're Yang and the others? And what did Adam do that got MODOK worried? It involved that thing. That whatever it was." He said as he stands up from the ledge. "I'll try calling them." but just before he could contact his friends, the hero looks down into an alleyway to see a man about to be mugged by two guys and groans, "Ugh! Like I have time for THIS now."

Down in the alleyway, the already beat-up civilian just got whacked onto a metal fence while begging for mercy, "Please—AAHH!"

Suddenly, the amazing Spider-Man came to his rescue with a spread-out double kick towards the muggers, "Sorry I don't have time for a pithy quip but—here's some foot." He quips while instantly knocking out the muggers and saving the civilian. "There, sparky, are you okay?" He kindly asked the civilian and offered to help him on his feet.

"I-I-I was just trying to play some pool and these guys—they just jumped me." The bruised man responded.

"But you're okay?" Spidey asked.

As the civilian stands up, he comments on Spider-Man's costume with some weird disgust, "Wow. No offense but that costume is in TERRIBLE taste."

"Excuse me?" Peter responded, looking a little confused.

"I mean, I appreciate you saving me, man, but can't you come up with your own costume?" The man remarked.

"What does THAT mean?" Peter responded, sounding even more confused.

The man replies, "You know. We need all the heroes we can get but that was Peter Parker's. You really shouldn't be wearing it."

In that quick instant, Peter's eyes widen as he felt his heart sink into immense shock, as this random civilian somehow knows his secret identity, "What…did you just say?"

"You're gonna tell me you dressed like THAT and you don't know who Peter Parker is?" The civilian remarked.

"I don't know what you're talking about." Spidey responded, still in absolute confusion that this person knows Peter Parker and Spider-Man are the same person.

The civilian shrugs as he starts walking away from Spider-Man, "Whatever, dude. But seriously, thanks for helping, whoever you are."

"Uh, yeah, so…okay." The highly-puzzled Peter nervously waves goodbye to the man he saved before frantically swinging into the air to question everything that transpired in the last minute, _'Okay, okay, okay, okay! I need to figure this all out, like, now. I'll just head to my apartment, contact the others, and backtrack all of this until-!' _But while he was thinking about what to do, Spider-Man sees a blurry shape passing next to him that got a surprised, _'WHOA!' _outta him. As Peter and the mysterious figure arrive to the same rooftop, his eyes widen in silent shock like never before as he couldn't believe who he is meeting for the first time, _'No way. No! NO WAY!'_

This mysterious figure looks to be a young, 13-year-old kid dressed in a black and red costume that greatly resembles Spider-Man's design. For the first time ever, Peter Parker, the Amazing Spider-Man, is meeting Miles Morales, the Ultimate Spider-Man, and the only thing this kid can say is this, "No way."

* * *

**BGM-Ultimate Spider-Man Game OST-Menu Theme**

**KFX Here: We're back in the Ultimate Universe, folks, and obviously a lot of things have changed since the events of **_**Shattered Dimensions**_**. Ultimate Peter Parker is dead. It's been almost 3 months since his death and 3 months since Miles Morales took up the mantle. And in case you've also forgotten or didn't know, the Belladonnas got themselves a Chao ever since the events of **_**Exo War**_** named Atro, a name derived from the toxic plant, "Atropa belladonna", which the Belladonnas obviously got their name from.**

**D.N. Works: Comparing Blake and Adam to Xavier and Magneto does sound like something I said. For this series, Adam is basically the Faunus counterpart to Magneto and wants to help his kind by any means necessary, as you'll see in this story.**

**Hamm1999: This current story takes some elements from Spider-Man: Into the Spider-Verse. And why should I put a spoiler warning for a film that's almost a year old? If you haven't watched it yet, that's your problem. **

**Guest (chapter 1): Ultimate Green Goblin will not appear in this story since he's kinda "dead" right now.**

**Neo Sailor Rider Ultra: Prowler's already dead at this point in the Ultimate Universe.**

**Next time: The Ultimate Spider-Man and Ultimate Spider-Woman!**

**Question of the Chapter: How were you introduced to Miles Morales? Where does he rank as your "favorite spider"?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	3. Issue 2: Twin Spiders

**BGM-Spider-Man: Into the Spider-Verse OST-** **My Name is... Peter B. Parker**

**Amazing Spider-Man: Look out! It's your friendly neighborhood Spider-Man! It's close to Thanksgiving when I got word the White Fang are up to no good again and have been capturing Wisps and working together with A.I.M. for god knows what for. I presume wanting to take over the world. Me and some friends of mine went to check them out to figure out their plans. But while we were fighting Adam and MODOK, their giant machine activated and brought us back to the city. That is, I think we're still in New Vale. I don't know what happened, or even HOW it happened, but somehow, everyone knows I'm Spider-Man. And if that wasn't confusing enough, there's already another Spider-Man!**

**BGM End**

* * *

_Issue 2: Twin Spiders_

**Super Collider Room (Amazing Universe)**

Adam and MODOK are lying on the ground unconscious after the Super Collider temporarily went haywire after Adam accidently attacked it while it was active during their fight with Team Amazing. The dimensional transporter is damaged and the chamber is somewhat wrecked. And what's more important is that there's no sign of Spider-Man or the rest of his amazing friends that were in the chamber when the dimensional vortex went out of control.

"Rrr…" Adam begins to stir alongside MODOK, as both villains are groggily waking up. They shake their aching heads before looking at the damage caused by their collider while Adam asks, "What happened?"

"What do you think?!" MODOK angrily retorted. "Because you weren't using your head, the collider has been damaged! We could've been killed if I didn't activate my barrier!" He berated the faunus for accidently damaging the Super Collider.

"Watch your tongue, MODOK." Adam threatened him with a sinister glare. "What happened to Spider-Man and his friends? Were they killed by the collider?"

MODOK calmly replies, "As much as I would've loved that to happen, it would seem they were accidently swallowed into that other universe. Normally, the collider would safely transport their targets to a designated location, but because the energy from the dimensional vortex fluctuated, I suspect they are separated and randomly scattered throughout that other Earth. Who knows? One of them could've crash-landed inside an active volcano."

"I don't like the thought of ANY of them in that other world at ALL." Adam retorted. "Belladonna and those costumed fools have a habit of ruining my plans wherever they are. I don't want them to ruin this one. Not something this ambitious. Can you repair the collider?" He asked the big-headed genius.

"Fortunately, the damage doesn't seem too severe, so it shouldn't take long to repair it." MODOK answered.

"Then get on it, and see if you can contact our forces from the other side and have them hunt down the heroes." Adam ordered him while walking away.

"Yes, yes. I'm only repairing the collider because it gives me the opportunity to conquer as many universes as a I want, including this one! I could care less about that parallel world you're so fixated in!" MODOK starts hovering in the air to begin repairing the collider.

Adam menacingly responds, "But for now, you will do what I say and assist me conquering that other world. If A.I.M. _are_ composed of the world's greatest scientists, you'll want to test and perfect your inventions before conquering anything. And this other world I picked out makes for the _ultimate _test subject."

* * *

**New York City (Ultimate Universe)**

"So, uh, what's the deal?" Amazing Spider-Man stands on the same rooftop with the Ultimate Spider-Man, Miles Morales, after bumping into him in this other world and asked him a question on why he's in a Spider-Man get-up.

"Um…" Miles awkwardly rubs his head, not really sure how to respond to Peter and gawkily folds his arms replying, "You tell me."

"_Is _this a clone thing?" Peter asked.

"What's a clone thing?" Miles responded.

"You tell me." Peter said.

"I thought this is some kind of Nick Fury test." Miles responded.

"That's a good one. Is it?" Peter remarked.

"You tell me." Miles repeated what he said before.

"No, kid, you tell me. How old are you?" Amazing asked the young Spider-Man.

Miles nervously flails his hands saying, "How old are-? Wait, are you—you're not Peter Parker are you?"

Hearing that this kid spider also knows his secret identity got Peter responding with a shocked, "What?"

A surprised Miles gasps and covers his mouth with his hands, "Oh my god, ARE you? You ARE! I thought you'd be shorter, but oh man, this is HUGE! I was hoping, I mean that one day that you'd-you'd…"

**BGM-Ultimate Spider-Man Game OST-Spidey Training**

"Yeah, and with that, you're officially freaking me out." Peter thwaps out a webline to take off Miles' mask to learn his secret identity.

Miles quickly sees the webline coming and effortlessly ducks under it like a pro, "Hey, whoa, did you see that? I completely dodged it. Not bad for a-." He geeked out, which left the inexperienced spider wide open for a simple flip kick to the chest from the more experienced spider.

"Yeah, I saw." Peter quips as he knocked the kid to the floor. "Last chance, kid! Who ARE you?!" He demanded for an answer this time.

"That was NOT COOL." Miles responded from the floor. "Listen, if you ARE Peter Parker I just want to-."

"Stop!"

Miles continues talking despite Peter's protest, "I just want to TALK to you. You don't have to freak out or-." Another speedy webline from Peter forces the kid to dodge it quickly and have it stick onto the floor instead, "Whoa! Hey, are those REAL web-shooters? I also have web-shooters! Are yours mechanical or organic?"

"Who ARE you?!" Peter asked, slowly losing his patience for a direct answer.

"Dude, I'm a Spider-Man too!" Miles answered.

"Too?" Peter responded in confusion.

"Hey, you're the one that showed up out of nowhere and started freaking out on me." Miles responded.

"Yeah, because I'm FREAKED OUT!" Peter retorted.

In that moment, Miles quickly tugs on the webline while he continues to talk, "If it's because you're Peter Parker, I won't tell anyone it's you. I promise." He pulls on the webline to send him into the air for a flying kick at Peter, "Except I think everyone will know if you're going around dressed like that."

Peter easily ducks under his flying kick while quipping, "I so wish I brought my ruby red slippers so I could click them together and get THE HECK OUT OF HERE." He then tries to grab the kid while he's in the air but missed while quipping, "And what's with your costume being cooler than mine? THAT I cannot-." In that instant, Miles taps his shoulder that stings him for a second, "Agh!" And then a quick moment later, Peter feels himself being electrocuted by a painful bio-electric shock, "GIAAAAAAAGGHH!" before falling on the ground unconscious.

"Whoa. Guess I'm the, uh, only Spider-Man with a Venom Sting." Miles named his technique the "Venom Sting". He kneels down next to the unconscious Peter and childishly pokes his mask to check if he's still alive, "Uh-oh. Did I—I _kill _you? I just wanted to talk. Uh…hello? I was on my way back to school and, like, there you are. This is NUTS! Oh man, I hope you ARE Peter Parker and I hope you're not dead because I have, like, a THOUSAND questions." He slowly starts taking off Peter's mask while talking, "Starting with why are you even here when everyone thinks you're-."

"DUDE!" Suddenly, Peter is awake and grabs Miles' arm before he could take off his mask and throws him off the building.

"WAAAAAAAGGHH!" Miles screamed.

"I don't know how long you've been doing this but unmasking is a BIG super hero no-no." Peter stands up holding his head while feeling the sting from his Venom Sting on his neck, "And ooww! What was THAT you did to me? Venom Sting? Ow! For what I can only imagine is an eleven-year old boy you sure…" Peter notices he hasn't seen or heard Miles yet after he recklessly threw him off the building, "Uh…Uh-oh. I thought he could stick to walls. He said he could web."

Worried for Miles' safety, Peter quickly creates a webline as a bungee cord as he jumps off the building looking for the kid, "Oh man, I never would have done that. I'm all freaked out about whatever is happening here. I'm off my game. I feel fluish. If I made prepubescent spider themed kid street pizza I will NEVER forgive myself. And I _already _have a laundry list of things I will never forgive myself for so I really don't have room for any more. Kid? KID? Please don't be dead. I really can't afford the therapy to-."

But what Peter had no idea Miles could do, besides the Venom Sting, is the ability to camouflage himself like a chameleon. Miles uses his "Spider-Camouflage" to hide away from Peter on the side of the building until it was time to surprise him. He slowly reveals himself to Pete as he grinds on his webline and smack kicks him off his web. While both spiders are falling to the streets, Peter quickly creates a web net to catch both himself and Miles as he crashes onto it grunting, "Agh!" which gives Peter the chance to finally web-yank his mask off, revealing that Miles is an African American teenage hero with spider powers, "NO!"

Peter holds onto his mask remarking, "Oh, okay…you are, uh, just a kid and clearly, and thankfully, not some weird younger version of me. Now I'm asking you, how do you know the name Peter Parker? How are YOU Spider-Man?" He asked him.

Meanwhile, Miles is desperately covering his real face while demanding, "Give me back MY MASK!"

Peter replies, "I'll give it back when you-."

"Dude, I'm out in the open. People can SEE us." Miles retorted.

And Peter responds, "Then you best get to talking."

"Give it BACK!" Miles touches the web net and electrocutes it with his Venom Sting, obliterating it and accidently shocking Peter unconscious again.

"WAGGH!" Peter painfully said while he was being electrocuted.

Thanks to Miles, the web net is destroyed and now he and the unconscious Peter are about to fall to the streets below with dozens of people looking at them. "Oooops!" Miles remarked. The young spider quickly grabs both his mask and Peter while in free-fall, "Okay, uh, I didn't think that one all the way through. Hello? Oh great, he's unconscious. This time for real." He fires out a speedy webline onto a building, swinging himself and Peter right on top of a nearby rooftop.

**BGM End**

"Wow." Miles stares at the unconscious body of his interdimensional predecessor. He takes off his mask to confirm that the Spider-Man he was fighting really is Peter Parker, leaving him shocked and confused on what to do with him. "Okay, now what do I do?" Miles muttered. He stares toward the New York harbor and sees the Triskelion, the island headquarters of this world's SHIELD, which gives him an idea on what he should do with the unconscious Peter Parker.

* * *

**Hudson Valley, New York**

Somewhere outside the city, an unnoticeable burst of dimensional energy breached into this dimension similar to how Peter entered this world earlier. Above a deep forest, three certain individuals are flying down into it. It's Scarlet Spider, Blake Belladonna, and Ilia Amitola. And all three of them are screaming for their lives as they frighteningly rocket into this dimension, "WAAAAAAAAAAAGGGGHHH!"

Scarlet's group bounces off the many trees in the forest, zigzagging left and right frantically, smashing through trees and rocks until they finally stopped after humorously colliding with a bigger tree. Kaine falls to the ground first, groaning weakly, before his eyes widen in fear just as his Faunus friends accidently dropped onto his stomach, causing him to painfully groan this time.

**BGM-Sonic Generations OST-Cutscene 3**

Ilia was the first to stand up after bursting into a new reality, clenching on her headache saying, "Owwwww…!"

Blake stood up second and kindly helped Kaine on his feet sincerely apologizing to him, "Sorry about that, Kaine. Are you alright?"

"Ugh…I'm fine. Didn't break that many ribs." Kaine groaned, shaking his head before scanning his new forest surroundings, "Where the heck are we? And what happened to that bonehead, Taurus, and his floating baby partner?"

"I don't know. It looks like we're at Hudson Valley." Blake looked around herself.

Kaine raised a curious eyebrow from his mask, "Hudson Valley? How did we go from being underneath Brooklyn into getting flunged outta the city?"

"I think that machine Adam had must've been some sort of teleporter and separated us from our friends." Blake guessed.

"Why would the White Fang need a teleporter that big? I dunno. Something's fishy, and not the kind you like eating." Kaine remarked, as the group are completely unaware they're in a parallel dimension.

While the spider-cat couple were talking to each other, Ilia walked around the forest for a bit to find anything interesting. And she quickly found something interesting judging from her surprised reaction and gestured to her friends saying, "Guys! Check this out!"

The trio kneeled down a large rock for cover and looked outward to see a large building in the middle of the forest that has the A.I.M. color scheme, meaning this is a secret A.I.M. facility. "Great. We got flunged from one secret hideout to another secret hideout." Kaine dryly quipped.

"An A.I.M. facility!" Blake remarked. "Since A.I.M. and the White Fang are working together, maybe we can infiltrate the building to collect some clues and figure out what their plans are with the Wisps." She suggested.

Ilia uses her unique Faunus ability to camouflage herself and blend in with the environment. Meanwhile, Kaine concentrates on his Stealth Suit to warp light and sound around it, rendering him completely invisible. And Blake, she's just left jealous of her friends' ability to turn invisible, "You know, I really hate how you guys can turn invisible but not me." Blake complained, as she couldn't see her invisible friends' teasing smiles.

"Then sneak like a kitten into an air vent. We'll keep in contact if any of us finds anything." The invisible Scarlet Spider said before swinging across the clearing toward the A.I.M. facility as his Faunus friends follow him.

**BGM End**

* * *

**A.I.M. Facility**

**BGM-Spider-Man: Into the Spider-Verse OST-Alchemax Arrival**

Scarlet and Ilia easily infiltrated the facility from the front thanks to their invisibility. The two go their separate ways searching for anything important. So far, they've passed by dozens of A.I.M. and White Fang soliders occupying the building with their evil and performing dangerous experiments, like creating brand new Wispons and other frightening designs.

Meanwhile, Blake infiltrated the building from an air vent on the rooftop. She quietly crawls through trying to find some kind of computer room that'll give her insight on her former group's plan. Then she hears the familiar voice of the bigheaded AIM leader sounding like he's speaking from a TV screen talking to someone, _'You two!'_

"Hmm?" Blake looks below the vents spotting two fox-based Faunus each wearing the exact same red cloak while speaking to MODOK from his interdimensional holographic communicator. "Fennec and Corsac Albain." Blake muttered with a serious glare, recognizing the Albain brothers as members of the White Fang talking to the AIM leader inside a room.

'_We suspect Spider-Man and his friends are scattered somewhere in the city! Find them and destroy them! We cannot let them interfere with our plans at this delicate stage!' _MODOK ordered the Albain brothers while Blake is listening from above.

The Albain brothers politely bow to their boss as Corsac calmly replies, "As you wish, MODOK. We will do what is necessary to create a paradise for all Faunus to be welcomed."

**BGM End**

**BGM-Spider-Man: Into the Spider-Verse OST-Spider-Man Science**

As the brothers exit the room, Blake springs into action. The stealthy cat climbs out of the air vent and jumps down into a fancy hi-tech computer room that she's been looking for. She tries hacking into the computer but is having trouble gaining access, which makes her a little frustrated, "Darn! I can't hack into this at all." She gets up from her seat and presses on her ear comm to contact her friends, "Ilia, Scarlet, can you come over to my location? I need some help."

"I'm already here." Ilia's voice can be heard inside the room, startling Blake, but she has no idea where her invisible friend is.

"Ilia? Where are you?" Blake walks around searching for her friend until she accidently bumped into something, or someone.

It's Ilia as she uncloaks herself to her friend with a smile on her face, "Hi." and casually greets her.

Blake smiles while casually replying, "Hey. Now where's Scarlet?" She moves her hand to her side, only to accidently poke someone in the eye.

"Ow!" It was Scarlet Spider as he uncloaks himself with a poked eye.

"I am so sorry!" Blake quickly apologized to her boyfriend.

Kaine rubs his pained eye replying, "It's okay. Saw A.I.M. scientists testing out new Wispons. What did you find?"

"An encrypted computer that has the information I need but I'm having trouble hacking into it. Can one of you do it?" Blake asked her friends for assistance hacking the computer.

Kaine scoffs as he stoically approaches the computer, "Leave it to me." He raises his hand shouting, "Hiiiyaah!" as he slams his hand down into the computer, somehow granting him complete access to all of A.I.M.'s juicy files.

His Faunus friends looked at the clone with different strange looks on how he forcefully hacked the computer. Ilia silently tilts her head sideways with a confused look on her face while Blake facepalms and responds, "Why did you karate chop the computer?"

"It worked." Kaine stoically replied while taking a seat in front of the computer.

"It's not supposed to work like that. It shouldn't make sense." Blake argued.

"I'm a clone with spider powers and you're a cat person that can create clones. Nothing makes sense." Kaine quipped stoically.

"He has a fair point." Ilia looked at her cat friend, who simply sighs and allows Kaine focus gathering as much information on A.I.M. and the White Fang alliance as possible.

"Got some intel on what the punks are planning." Kaine announced to his friends and have them ready to listen. "They've been capturing Wisps to create new weapons of mass destruction using their Hyper-go-on energy. Creating and upgrading Wispons and developing new 'Wisp Armor' that uses the power of a particular Wisp. They're also creating something called a 'Nega-Hyper Bomb' that's packing a lot of Hyper-go-on energy that could obliterate an entire city."

"That's not good…" Ilia remarked in horror on all the new toys the villains are creating using the Wisps' energy.

"What about that teleporter machine? Does it say what it is?" Blake asked.

"It's something called a 'Super Collider', but I'm having trouble accessing the rest of the file. I might need Parker's help. Is there a chance you girls have a USB drive in your pockets?" Kaine asked them for something they could use to download the data.

The Faunus friends stare at each other for a quick moment with a nervously shared, "Uh…" in unison, meaning neither of them have a USB drive in their possession.

"Thought so." Kaine sighed. So instead, he does the rash action and rips out the desktop into his hand, "I'll just bring this with me."

"I don't think that's a good idea." Ilia remarked.

Kaine heads for the door saying, "We'll be fine. Just as long as we don't run into any-." but just as he opens the door, he accidently revealed the Albain brothers were about to enter the computer room themselves, leaving both groups shocked at the other's presence, "Son of a bitch. And this is why I wish I had a Spider-Sense." Kaine dryly quipped.

The Albian brothers slowly walk into the room just as Scarlet's group slowly back away from them, while Corsac softly says, "Well, we weren't expecting to find you three in here. The traitors, Blake Belladonna and Ilia Amitola, and the Scarlet Spider."

Scarlet's group quickly get into a fighting stance as Ilia responds, "Corsac and Fennec. What are you two doing here?"

"Maybe they've come for a beating. And we'll be more than grateful to give it to them." Kaine quipped.

"Scarlet Spider. There is no reason for us to fight. Instead, we should be grateful to you. Sienna Khan's execution by your hands is what brought Adam Taurus to power as High Leader and paved the path for paradise for all Faunus." Fennec said, recalling Kaine killing the former High Leader during the Spider-Island event a few years ago.

Scarlet stoically responds, "Yeah, yeah. You should also remember I was _mind-controlled _by the Jackal to kill than Khan woman. Get out of my sight! We don't have time to play with you punks!"

"I'm afraid that isn't an option." Corsac responded. "We cannot allow you to leave with that important data that could ruin our future. And if you will not surrender peacefully, we will be forced to bring you in." He threatened the heroes.

Kaine scoffs, "Ha! As if you losers could ever hold a candle to us!" He mocked.

**BGM End**

It was at that moment the Albian brothers had a calm, yet ominous smile form on their faces. "Are you sure about that?" Corsac responded.

**BGM-Spider-Man: Into the Spider-Verse OST-** **Take the Computer and Run**

The Faunus brothers take off their hoods as they fall to the ground. Suddenly, weird nanotech plating starts to encase their individual bodies into armor that greatly resembles the Iron Man Armor with a more highly technological Grimm Mask and has the colors and design of a particular Wisp. Corsac's Wisp-looking armor glows a neon red, implying the use of the Red Burst Wisp, and Fennec's armor glows a neon green, implying the power of the Green Hover Wisp in his armor.

Scarlet's group stare horrified at the new-and-improved, highly tech-out Albain brothers sporting new Wisp-based armor. "Uh, this is new…" A horrified Ilia remarked.

"Scarlet. Is this that Wisp Armor you talked about earlier?" A shocked Blake asked him.

"What was your first clue?" The shocked Kaine quipped.

Corsac and Fennec aim their new armor gauntlets at the heroes, charging up a fire blast and a wind blast respectively. **"Stand down. Final warning." **Corsac warned them.

"We got this! GO!" Blake shouts at Scarlet to escape with the computer so she and Ilia could hold off the Wisp Armored Albain brothers.

The Albain brothers unleash their attacks at the heroes but they quickly managed to dodge them in time. Scarlet flips over the brothers to the door to give his friends the chance to attack them. He repeatedly parkours down the empty hallway while continuously avoiding the deadly attacks blasting through the walls. Meanwhile, Blake and Ilia are quickly overwhelmed by their enemies using Wisp powers to their advantage and are smashed through the walls.

While trying to swing away from all the carnage while also holding onto the computer, Kaine accidently bumped into a brown, long-haired girl dressed in a White Fang uniform. "Outta my way!" Kaine rudely said before swinging away.

The White Fang goon leaps up, freaked, yet highly suspicious of the retreating Scarlet Spider for some strange reason. "That voice…It couldn't be…" This W.F. girl muttered, implying there's more to her than meets the eye.

Meanwhile, Blake and Ilia continue getting trashed by the armored brothers through offices and laboratories but are slowly fighting back with a little teamwork. "This is completely unfair!" Blake manages to knock back Corsac, just as she and Ilia are blasted through the wall by Fennec and lands next to Kaine running by his side wincing in pain.

"We need to get outta here!" Kaine said to his friends.

"Completely agree!" Blake answered immediately, before she and Ilia were blasted from the back by the brothers, leaving Scarlet to confront them alone.

"**Give us the computer!" **Fennec demanded.

"Over my dead body!" Kaine retorted.

The brothers fire intense energy blasts at Kaine, who parkours away from them on the walls, and then quickly uses their Cyclone and Inferno weapons to strike at him. Kaine teleports away from their slashes and kicks them down for a moment as he quickly reunites with his friends. The brothers recover and fly after the heroes, only for them to run through a door and Scarlet blocking the door in their faces with webbing, which should hold them off for a little while.

**BGM End**

Scarlet's group runs out of a door and find themselves facing a large party consisting of A.I.M. and White Fang soliders enjoying their food in a cafeteria. "Oh, you have got to be kidding me." Kaine dryly remarked in surprise.

"How're we gonna get outta here?" Blake asked, just before her friends turn invisible. "How will _I _get outta here?" A now annoyed Blake then asked.

**BGM-Spider-Man: Into the Spider-Verse OST-Are You Ready to Swing?**

Before she could do anything, Blake is quickly noticed by the large army enjoying their lunch. "Isn't that the Belladonna girl?" One W.F. goon recognized her.

"I think you're mistaking me for someone else." A nervous Blake backs away from the army with a small sheepish smile.

"Hey! Hands up!" An A.I.M. solider shouts, as the army pulls out various Wispon weaponary targeted at Belladonna.

"Uh, guys, help!" Blake continues to slowly backing away from the army requesting for immediate backup.

Suddenly, a tray of bagels of webbed by some ghost and brutally thrown at some goons with someone shouting, "Someone threw bagels at us!" and distracted long enough for an invisible person to tug on Blake's hand as they run out a door together.

"Let's get outta here, Blake!" Ilia reveals herself running away with Blake outside the building.

Kaine quickly revealed himself running beside his friends away from the angry army firing their Wispons at them. "Time to swing!" Scarlet spins out a webline, swinging into the forest as his friends catch up.

Scarlet Spider swings into the trees while Blake and Ilia leap from branch to branch, performing some intense parkour action as far away from the A.I.M base as possible. The army catches up to them and start shooting, ranging from firing energy rockets to powerful shockwaves and explosive grenades that timbers several trees ahead.

"A little help!" Ilia shouts for help from Kaine, while she and Blake are running away while being shot at from behind.

"Kinda got my hands full up here!" Scarlet swings above shooters and avoiding as my A.I.M. flyers as possible while making sure the computer doesn't get damaged during the crossfire. During his swing, he notices the Albain brothers are back and are about to catch up to them, "Uh oh." He worriedly said.

Blake and Ilia hears the sound of a windy cyclone tearing apart the forest thanks to Fennec, as he and his brother are cutting down trees with their weapons chasing the traitors. **"You cannot escape from your faith!" **Corsac claimed.

"We'll keep trying!" Blake latches the ribbon of her Gambol Shroud onto a branch to swing on, as Ilia does the same with the whip of her Lightning Lash. The brothers continue their relentless pursuit until they accidently flew into a giant web net created by Kaine, who then quickly swing-kicks onto a large tree to collapse on top and bring them down to earth.

"That'll teach you!" Kaine remarks while swinging to catch up with his friends.

"Nice one, Scarlet!" Ilia smiled.

Just then, Kaine got blasted by a fireball and falls down onto a thick branch, all thanks to Corsac after he and his brother recovered from a tree toppling on them. "Kaine!" Blake exclaims, working with Ilia to grab the computer while it's falling. Fennec hits them with a windy shockwave, causing the branch to break and having all three of them to fall down, which allows Corsac to grab the computer.

It would look like the heroes are done for, until whoosh, they were webbed to safety in embarrassing positions. "What the…" Blake remarked by the mysterious webbing that saved their lives.

"Who did that?" Kaine asked, wondering who just saved them.

The heroes notice a mysterious red blur swing by in midair and is headed towards the Albain brothers. It's a young teenage girl with brown and long, flowing red hair that resembles that suspicious White Fang goon from earlier, but now dressed in a red spider-themed costume. This new "Spider-Woman" quickly dispatches the armored Albain brothers, yanking away their weapons and webbing their gauntlets with style before kicking each of them in the face to a tree to get webbed on. She webs the computer to her hands and lands on a branch next to Scarlet's group.

**BGM End**

"Well, this day just keeps getting more and more interesting." Spider-Woman said to the group.

"Who the hell are you?" Scarlet Spider asked her.

"The name's Spider-Woman." She introduced herself, which left the group both shocked and mildly confused.

"Spider-Woman? It can't be." Blake responded.

"Impossible. You're a kid." Kaine remarked to this new spider-person that he never seen before in his life.

"You don't look that much older than me." Spider-Woman quipped.

Kaine pops out his stingers to cut down her webbing that tied his group in midair and safely falls to the ground staring at her, "The Spider-Woman we know is older and wears a totally different costume."

"You sure? I've been wearing this costume since day one." Spider-Woman responded.

"I'm asking if your name is Jessica Drew." Kaine remarked.

Spider-Woman was shocked that this person somehow knows her secret identity and responds, "H-How do you know my secret identity?"

"Wait. You mean you ARE Jessica?! What happened to you? You're different from the last time we met." Kaine remarks in shock.

Spider-Woman hops down to personally confront the group saying, "I have NO idea what you're talking about. But what I want to know is why do you sound like Peter Parker but with an attitude and in a different costume? Are you another clone?"

Now Kaine is the one shocked that this mystery girl figured out he's a clone, and more importantly, is aware of the name Peter Parker, "Clone? How do you-?"

Unfortunately, their conversation had to be cut short when they hear their enemies approaching and firing from their Wispons at them. "We'll talk later! Follow me!" Spider-Woman fires a webline and swings away.

"Should we trust her?" Ilia asked her friends if they should trust this new Spider-Woman.

"Just keep your guard up!" Kaine swings away following Spider-Woman as his Faunus friends catches up towards their direction.

* * *

**Later…Inside a SHIELD Quinjet…**

Spider-Woman interacts with the jet's controls to get this ship up and running, "Hang on! We're taking off!" The advanced aircraft slowly hovers off the ground and quickly flies off to the skies high above Hudson Valley. She presses a button that puts the ship in stealth mode saying, "There. That should keep anyone from following us." She then presses another button to put the ship on autopilot, that way she can freely get up and have a personal chat with her new guests, "We have some time to kill, so let's make the best of it. Starting with: Who the hell are you people and why were you infiltrating a supervillain base in the middle of nowhere?" She asked Scarlet's group.

Blake politely greets her saying, "My name is Blake Belladonna, and these are my friends, Ilia Amitola and Scarlet Spider." She introduced the group to her.

"Scarlet Spider? Never heard of you." Jessica stared at Kaine.

"And I never heard of you." Kaine retorted, glaring at the mystery spider with his arms crossed.

"We'll get to that. What were you three doing inside that base?" Spider-Woman asked them.

"We were collecting intel on A.I.M. about their new weapons and why they're working together with the White Fang so we could stop them." Blake answered.

Weirdly, Spider-Woman replies with a confused look on her face, "White Fang? What's that? And may I ask, why do you have cat ears?" She asked Blake.

"How do you not know what a Faunus is or who the White Fang are? They're a global terrorist group led by Adam Taurus that have been trying to enslave the human population for years." Ilia responded, as she's confused why this person doesn't know anything about the White Fang.

"I'm a deputized agent of S.H.I.E.L.D. and I never heard anything about 'Faunus' or 'White Fang' or this 'Adam Taurus' person until today." Spider-Woman answered with honesty in her voice, meaning she doesn't know anything about what they are talking about.

"You're kidding, right?" Blake asked.

"Does it look like I'm joking?" Spider-Woman replied with a straight face.

"So why were you at that A.I.M. base?" Kaine spoke up asking her a question.

"I was investigating who these guys are and stop them before they become a menace to the entire world." Spider-Woman answered.

"Same thing as us. Does that mean we're on the same side?" Blake asked.

"Maybe. But I want to know where you guys came from?" Spider-Woman remarked.

**BGM-Spider-Man 3 Game OST-Shared Tension (Part 1)**

"I was going to ask the same thing." Scarlet Spider confronted the mysterious Spider-Woman face-to-face. "Who ARE you? How do you know I'm a clone? And how do you know the name Peter Parker?"

To answer his question, Spider-Woman clenches on her mask and gets ready to take it off, "Because…" She takes off her mask in front of the trio revealing her brown eyes and beautiful young face that strangely reminds them of someone else they know, "I'm his clone."

The trio's eyes grown completely widen in sheer shock from the fact that this Jessica Drew, this Spider-Woman, is somehow the female clone of Peter Parker.

"Oh my god…" Kaine muttered while staring at this clone that he never knew existed until now.

"His clone…like you…" Ilia lowly remarked, comparing the two clones of Peter Parker, Kaine Parker and this other Jessica Drew.

"A female clone…Since when…" Blake asked while she's still shocked from this reveal.

A growling Kaine scowls while angrily glaring at the female clone, "Now I get it! You're another clone made by the Jackal to mess with me!"

"What are you talking about?" Jessica retorted. "I wasn't cloned by some jackal! It was Doctor Octopus that made me!"

"Doc Ock?! Since when was HE into the cloning business?!" Kaine responded, more shocked and confused than ever before. "What is going on?! It's like ever since we got sucked into that weird portal thing, the entire world flipped upside down!"

A horrifying thought echoed in Blake's mind after hearing his words and ponders over them remarking, "Oh no…You don't think…"

"What?" Ilia stared at her friend.

"That Super Collider…I don't think it was an ordinary teleporter. I think it might've been a DIMENSIONAL teleporter!" Blake figured it out, deducing they have been sent into another dimension.

"You mean to tell me we're in ANOTHER DIMENSION?!" Kaine remarked, greatly surprised learning this.

"I believe so…" Blake unsurely claimed.

**BGM End**

**BGM-Sonic Unleashed OST-To Spagonia!**

"Wait, wait! You're saying you three are from some…parallel universe?" Ultimate Spider-Woman asked, just as confused and shocked like everyone else.

"That would make a lot of sense. I don't recall Parker ever having a female clone in my universe." Kaine replied.

"This is new for me. Never knew there were other universes with people like you. So I'm guessing these White Fang people and A.I.M. are bad guys from your universe?" Jessica remarked.

"Afraid so. We had no idea they were messing with dimensional travel. This is bigger than we thought." Blake replied.

"And if we're here, then that means Parker and the others are somewhere here too. We gotta find them." Kaine said.

"Parker? A Peter Parker exist in your universe?" Jessica asked, looking a little stunned to the face.

"He has to. I'm his clone. He was with us when we were fighting Taurus and MODOK but we got separated when we got sucked into this dimension. Maybe he's causing trouble with the Parker of this universe." Kaine dryly quipped.

"I…wouldn't be too sure about that." Jessica somberly said while walking back to the pilot's seat.

"What does that mean?" Kaine asked, raising a curious eyebrow.

"Never mind…" Jessica replied, hiding her depressed face from her new allies as she's too afraid to tell them the truth of this world's Peter Parker.

Spider-Woman then puts on a more cheerful face and slightly turns her head facing her allies with a smile, "So you guys need help finding your friends and figuring out what the bad guys are planning? I might know some people who can help us."

"SHIELD?" Blake guessed.

"We work for SHIELD, yes. And when things get rough and the world is at stake, they always bring out their 'ultimate' team to save it!" Spider-Woman replied, hinting towards this Earth's Mightiest Heroes.

**BGM End**

* * *

**BGM-Ultimate Spider-Man Game OST-Menu Theme**

**KFX Here: Scarlet Spider and his group's first meeting with Ultimate Spider-Woman went pretty well. Can't say the same with Peter and Miles. But where did Yang and Knuckles ended up in the Ultimate Universe? At least we're learning what AIM and the White Fang are planning with the Wisps. Creating "Wisp Armor" or "Wispmor". We'll see more of it in action later.**

**Tristan Waits: Kaine and Adam are more like arch-rivals, since Kaine did inadvertently helped Adam become High Leader while he was mind-controlled during the events of **_**Spider-Island DX**_** and wants to make up for that by beating his face in. **

**silverfox26: Uh, no.**

**hoodini5569: If they do, they won't make a big deal out of it.**

**Next time: Meet the Ultimates!**

**Question of the Chapter: What are your thoughts on Ultimate Spider-Woman from this Ultimate Universe?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	4. Issue 3: Ultimate Avengers

**BGM-Spider-Man: Into the Spider-Verse OST-My Name is… Peter B. Parker**

**Scarlet Spider: My name is Kaine. I'm a clone of Spider-Man that goes by the name Scarlet Spider. For some strange reason, the White Fang have themselves a dimensional transporter that accidently brought us into this other dimension. I worked with Blake and Ilia to find out more about their plans, but when we did, we were forced to escape when two of them got dressed in Iron Man-looking armor powered by the Wisps. Then out of nowhere, this new Spider-Woman saved us. She claims she's also a clone of Peter, the one of this dimension. How the hell did I get myself into this? Guess the only thing I can do now is help find Parker and the rest of the group.**

**BGM End**

* * *

_Issue 3: Ultimate Avengers_

**A.I.M. Facility (Ultimate Universe)**

**BGM-Spider-Man 3 Game OST-Black Tension**

'_How did you let her escape?' _The intimidating Adam asked from a holographic projector being used by an A.I.M. agent talking to the armored Albain brothers on the rooftop of the A.I.M. base after their failure capturing Scarlet Spider's group.

"**Forgive us, High Leader, but before we could've captured Belladonna and her group we were intercepted by another spider-person. A 'Spider-Woman'." **The intimidated Corsac informed his leader of the existence of Ultimate Spider-Woman.

'_Why is there another spider? I thought the Spider-Man of that world was the only spider and he's supposed to be dead!' _Adam remarked, clearly annoyed by this news.

"**It would seem that our intel was…imperfect." **Fennec said shamefully.** "We are now receiving reports that there is a new Spider-Man in the city. We also regret to inform you that Belladonna's group got away with important data regarding our new equipment." **He also said with sincere regret.

Adam grits on his teeth while simmering with rage from all this bad news that could put a damper in his plans. He does his best to calm down so he wouldn't lose his cool, slowly regaining his collected composure saying, _'At the very least, I can savor that the new Wisp Armor I requested works exactly as I want it. It is the key to realizing our potential as the dominant species over the humans. It would seem I made a good call making an alliance with A.I.M. Until MODOK repairs the collider, continuing hunting down Belladonna and her friends. If she's as predictable as I remember her, she'll soon make an alliance with the heroes of that world. Hold them off until I get there. But if possible, destroy them!'_

"**We believe we have located the rest of her friends and have already dispatched our forces to intercept. I am confident they will not survive what is coming to them." **Corsac told his boss with confident two members of Team Amazing will be destroyed pretty soon.

**BGM End**

* * *

**High in the sky…far, far away…**

Knuckles falls unconscious through the evening sky like a meteorite, slowly waking up feeling a little groggy, "Ugh…Wha…" He turns his head looking at the unconscious Yang falling next to him, "Yang…?" He then looks down blinking his eyes a few times and finally realized they're falling through the sky after bursting into this dimension thanks to the Super Collider, "Wha…WAAAAAAAAAH!" He screamed.

**BGM-Sonic Advance 2 OST-Extra Ending**

"HEY, YANG, WAKE UP! WAKE UP!" He yelled at the huntress to wake up right now.

"Huh…" The groggy Yang slowly wakes up and tiredly looks at Knuckles, "Knuckles…why are you on my bed, pervert…"

"OPEN YOUR EYES AND LOOK DOWN, BUSHY BLONDIE!" Knuckled angrily retorted.

"Huh…" Yang blinks her eyes to wake herself up and quickly realizes she's falling through the sky, "WHY ARE WE FALLING?!" She yelled.

"I DON'T KNOW!" Knuckles yelled back.

While falling through the clouds, the screaming duo spot a Helicarrier flying below them above a vast sea. "Is that the Helicarrier?!" Yang yelled.

"I DON'T KNOW!" Knuckles shouted.

"WAAAAAAAAAAAAAAAH!" The scared duo hugged each other in fear while falling towards the Helicarrier, crashing into it.

**BGM End**

There was a loud explosion when they crashed into the flying aircraft. They smashed through several decks of the ship before finally landing in one floor very painfully. The power duo feels a little groggy from the unexpected flight trip and stands up through the pain and shaking their heads to clear out the pain. "Owwww…" Knuckles whined. "What the heck is going on?" He asked.

Loud footsteps can be heard rumbling towards the duo from one end of the hallway, as several SHIELD agents reveal themselves and their guns pointing at the heroes. "FREEZE! Put your hands in the air! Don't move!" A SHIELD agent demanded.

"Hey, hey! Easy guys! We didn't mean to crash into the Helicarrier! It was an accident!" Yang gestures her hands to tell them to calm down with the guns.

"STAND down!" The SHIELD agent continued demanding her and Knuckles to surrender, which they found pretty odd.

"What's wrong with you guys? Don't you recognize us? Awesome huntress, Yang Xiao Long, and her gullible sidekick, Knuckles? Helped saved the world at least a dozen times?" Yang jokingly responded to their demands, but wonders why SHIELD seemingly doesn't recognize them.

"Final warning!" The SHIELD squad is charging their weapons and preparing to fire on them.

**BGM-Spider-Man Unlimited OST-Boss!**

"Uh, Yang, I think we should go." Knuckles said, wanting to run away now.

"Totally agree." Yang agreed with a worried demeanor.

"FIRE!" The SHIELD agents start unloading all their bullets as the frantic duo runs away from them down the hall.

"Have SHIELD gone NUTS?! Why are they shooting at us?!" Knuckles yells while running away from the frightening gunfire.

"We _did _kinda crashed into their Helicarrier." Yang quipped.

"It wasn't our fault!" Knuckles retorted.

Quickly, their escape came to a screeching halt when their path is blocked by more agents shooting at them, forcing them to dash to their right and run through another hallway. "Why is SHIELD ruder than usual?! We can't keep running away! We gotta fight back!" Knuckles suggested while running from the barrage of bulletfire.

"SHIELD can be jerks sometimes, but they're still the good guys!" Yang retorted. "We're not gonna fight an entire military, especially when they have-!" Their escape path was blocked again when a giant SHIELD robot that resembles Iron Man's famous Hulkbuster armor smashed through the ceiling in front of them, "HULKBUSTERS!" Yang shouted.

The Hulkbuster tries to punch the duo with a powerful punch that could crack the floor, but they jumped back in time for a double-uppercut that knocks the big bot to the ground for a moment, giving them a chance to run through another hallway. The security system soon activates blasting numerous lasers from the ground to the walls that are tough to avoid. Nonetheless, the duo was able to dodge most of the security until they were blocked from both sides by more SHIELD agents.

"No escape for you now!" SHIELD agents fire upon them, with Yang activating an energy shield from her gauntlet to block their attacks while Knuckles dodges them the old fashion way.

"That's what you think!" Knuckles takes out a pair of hooked metal plates with spiked claws from his dreadlocks and attaches them over his gloves. "Shovel Claw!" The echidna uses his favorite weapon to smash a large hole in the wall for him and Yang to escape through. He then uses his Shovel Claw to spiral through the ceiling up several floors until he and Yang jumped outside and found themselves on the flight deck of the ship.

"Yikes! Nowhere for us to go!" Yang remarks, looking at the clouds above and the sea below meaning there's no way for them to escape SHIELD's wrath.

Just then, an unknown attacker standing on top of the Helicarrier fires two arrows at the duo while they weren't looking. The arrows exploded into electric nets that snares them, pinning them to the ground, "What the-?!" Knuckles remarks before he was electrocuted by the nets alongside Yang.

**BGM End**

Now incapacitated on the ground, the duo spots their assailant performing acrobatic flips down to the flight deck. He appears to be dressed like an archer judging from the quiver on his back and wears red glasses that matches his black-and-red outfit. This mystery, yet very familiar man presses on his ear comm talking to someone, "Caught the intruders on the flight deck. Barton out." He said.

"Huh?! Hawkeye?! What the heck are you doing?!" Knuckles remarked, recognizing their assailant as the master, superhero marksman, Hawkeye.

"A talking red mutt knows who I am? Yeah, I've been at this for too long." Hawkeye joked.

"WHO ARE YOU CALLING A RED MUTT?!" Knuckles growled.

A squadron of SHIELD agents soon make their appearance behind Hawkeye led by a short-haired woman dressed in a red-and-black bodysuit that slightly reveals her chest. This woman stands beside Hawkeye while confronting the pin-downed Knuckles and Yang saying, "Good job capturing the intruders, Barton. I'll take it from here." The woman said.

"Who are you?" Yang asked the woman.

"Monica Chang, the Black Widow. Me and Hawkeye are members of the Ultimates. Now would you kids mind explaining why the hell you attacked the Helicarrier?" Chang asked the duo, falsely accusing them of attacking SHIELD.

"Ultimates? Where have I heard that name before…?" Knuckles muttered.

"You're Black Widow? I thought Natasha was the Black Widow." Yang remarks, sounding genuinely confused that there are two Black Widows.

Both Barton and Chang were a little surprised that Yang seemingly knows the other Black Widow. "Natasha? You know Natasha Romanova?" Hawkeye asked the huntress.

"I thought her last name was Romanoff?" The confused Yang replied before instantly an arrow is directly pointed at her face by an angry Hawkeye, frightening her.

"Are you in league with that traitor?! Did you come here to assassinate me to avenge her death?!" Hawkeye shouted, ready to fire an arrow to kill Yang.

"Wh-Wh-What are you talking about?! I thought Natasha was still alive!" Yang retorted for her life from the angry archer.

"**Settle down, Legolas. There seems to be more to what's going on than meets the eye." **A quip coming from a familiar armored superhero grabs everyone's attention to the sky.

**BGM-Marvel Ultimate Alliance 3 OST-Standing Together**

Descending onto the Helicarrier are two of earth's mightiest heroes. One of them is everyone's favorite heroic playboy, Tony Stark, armored in his iconic red-and-gold invincible Iron Man suit. And with him is the god of thunder, Thor, oddly sporting a beard and wearing a black tunic and no longer wearing his signature helmet. He's even wielding a battle axe instead of the classic mystical hammer.

Yang and Knuckles are more than happy to see heroes that they recognize and could help them out of this jam. Knuckles says, "Iron Man! Finally, someone we can trust! But who's the goldilocks with you? Is that Thor? You look different."

"You know of me, red creature?" Thor asked the echidna.

"Wha-Of course I do! We fought together multiple times! And what's with the axe? What happened to your hammer, Mjolnir?" Knuckles retorted.

"But this IS Mjolnir. I am surprised you know a lot about me, strange creature, considering we never met before." Thor replied.

"How do you not know us? We helped you and the other Avengers a bunch of times!" Yang remarked.

"**Avengers? We're the Ultimates, kid. Earth's mightiest heroes-type of thing." **Iron Man quipped, standing before the rest of his elite group of superhumans, the Ultimates.

"Ultimates…?" Yang responded, shockingly confused while still pinned by Hawkeye's electric net.

"Stark, do you have any idea what the hell is going on?" Chang asked the smartest man in the world.

"**Been investigating a weird energy spike that breached the upper atmosphere. There's actually been a couple of them popping up recently, but the closet one was around where **_**these **_**two fell from." **Iron Man explained, as the Ultimates look down at Yang and Knuckles.

"Us?" Knuckles responds with a confused facial expression.

"So what are these guys? Aliens?" Chang asked the armored hero.

"Maybe they're Chitauri." Hawkeye guessed.

"**Already scanned them. They're not Chitauri. Despite his looks, the fighting mutant Chihuahua is most definitely Earth-born and not some shapeshifter." **Iron Man said, looking at Knuckles

"I am an ECHIDNA!" Knuckles retorted to his annoying joke.

Tony ignores him and looks at Yang, **"And the girl's cybernetic arm is made of Vibranium. She's also emanating an invisible energy shield. An…Aura you can call it."**

"Where do you hail from, young ones? Why were you falling from the heavens?" Thor asked the outworldly duo.

"We honestly don't know. One minute we were fighting bad guys underneath Brooklyn, then the next minute we're shooting stars because of some weird machine." Yang honestly answered.

"**Weird machine? I wonder if that's the source of the energy signature?" **Stark wondered.

**BGM End **

**BGM-Mega Man ZX OST-Onslaught (Tunes Ver.)**

Suddenly, Iron Man receives a mysterious ping in his sensors a few moments before the Helicarrier's alarms start blaring, **"What is this?" **Tony asked himself.

"What's going on, Stark?" Chang asked him, as she wonders why the alarms are blaring.

"**My sensors spotted multiple unknown airships. Their fleet is flying full speed straight at us!" **Iron Man stated.

Just then, the Helicarrier got hit by an opening volley of attacks coming from unknown attackers. The enemy fleet reveal themselves from the clouds and has its A.I.M.-themed battleships launching a powerful assault at the heroes.

'_The enemy fleet has fired an opening volley! Returning fire!' _The Helicarrier's operator informed everyone.

"All hands man the port and starboard machine guns! Don't let them get any closer!" Monica Chang ordered all SHIELD agents to get into battle formation and proceed with the counterattack.

SHIELD return fire and go to war with the AIM fleet and unleashes attack that decimate several of the enemy ships. Multiple Quinjets take to the sky blasting ships out of the sky until AIM returned fire and shot some of them down. When the opportunity was given, some dropships were able to drop off AIM and White Fang soliders on the deck to kill as many SHIELD agents as they can with their Wispons.

"Oh great! It's AIM and the White Fang! They must be here to finish us off!" Knuckles scowled, believing that to be the case.

"**This doesn't look like the AIM we know. Who're the White Fang?" **Iron Man asked, as the Ultimates immediately go ahead fending off the intruders while the power duo is still netted.

"How do you not know them?!" Yang responded, flabbergasted that Iron Man doesn't recognize the White Fang.

"**Because I don't know them." **Iron Man quips while dodging multiple energy rockets from an AIM agent wielding a Rocket Wispon, **"And check out their weapons. They look 'alien' and giving off an energy reading that's clearly out of this world."**

"They're called Wispons, and they're using the power of the Wisps!" Knuckles answered.

"Wisps? What are they? And how do you know so much what's going on?" Hawkeye landed a few quick shots with his arrows disabling some of the enemies' Wispons.

"We'll tell you later! Just let us go so we can help!" Knuckles said, wanting to help the Ultimates defeat AIM and the White Fang.

"**Thor, let them go." **Iron Man ordered, allowing the duo to be free and help them.

Meanwhile, Black Widow is shooting down several goons with her dual-pistols replying, "You sure that's a good idea, Stark? For all we know, they're the leaders behind this attack!"

"**I trust them, Chang. They don't look like bad people, but the ones we're fighting clearly are. We'll need all hands on deck." **Stark responded, while unleashing his repulsors destroying a dropship.

Thor effortlessly rips off the electric nets that binded Yang and Knuckles, allowing them to stand freely without anything holding them back. "Much better. Thanks, Thor." Yang smiled.

"You are most welcome, young one." Thor replied, until he noticed several AIM agents approaching and firing at them, "Stand back!" The thunder god quickly protected his new allies with his godly durability before brutally slamming his axe on the ground, surging a stream of powerful lightning that electrocutes their enemies.

"RRRRRAAAAAAAGH!" Knuckles goes on a little rampage knocking down a small army with his powerful punches. He dashes through their guards with a forward punch, effortlessly knocking away AIM and White Fang solider alike with a single punch before causing a sizable tremor from his punch hitting the ground. His enemies jumped into the air from the tremor and immediately attacked by his Spin Attacks as he rises above them, "RAAAAAAAGH!" and comes down with a flaming fist upon them, scattering them with a powerful explosion.

"The small red beast shares the ferocity of the Hulk. Most impressive!" Thor smiled, impressed by Knuckles' strength.

"HAAAAH!" Yang threw a ferocious three-hit combo on an AIM agent with her kicks alone before knocking him away with an intense punch. She uses her gauntlet's recoil to propel herself overwhelming another small army with coordinated explosive punches and painful elbows to the stomachs. She brutally spin-kicks a W.F. goon onto a squadron and follows up firing a fireball from her gauntlet. She then narrowly dodges a charge attack from a Drill Wispon but was blasted back by a shockwave from a Hover Wispon. She lies on the ground and almost got hammered by a Cube Wispon if she didn't smash it away and quickly grabbed it for her usage, swinging it on the goon that almost hammered her and send him flying to an enemy dropship, which she quickly destroyed by throwing the Cube Wispon at the controls through the window.

"You're not half bad, kid." Hawkeye complimented her while fighting side-by-side.

"I'm not a kid. I'm a Huntress!" Yang retorts while uppercutting an AIM punk away.

Black Widow quickly disarmed W.F. goons of their Laser Wispons to dual-wield for her usage, using her new weapons to rapidfire laser bullets that are quickly decimating her enemies. "These Wispons aren't so bad either. I might keep these." Chang smirked.

The fight seems to be going to the heroes' favor. Iron Man is destroying several dropships with repulsors and his signature Unibeam, and Thor is smashing through a number of them with his hammer before blowing more away with a massive whirlwind. Yet still, a good chunk of enemies managed to board the ship and are destroying the Helicarrier from the inside.

'_Ultimates! Enemy troops have boarded the Helicarrier! They're heading for the engine room down below! You have to get down there and protect the engines! Hurry!' _The operator informed the heroes of the situation.

"**Kinda got our hands full up here!" **Iron Man quips, while holding his own against enemy flyers. **"I know. Chang! Take our new friends with you and protect the reactor!" **Iron Man ordered her to take Yang and Knuckles to protect the engine room.

"Why me?" Chang protested.

"**Because I said so." **Stark quipped.

Chang growls, "Fine. You two. Follow me!" She gestures the duo to follow her into the engine room.

**BGM End**

* * *

**Helicarrier's Engine Room**

Knuckles, Yang, and Black Widow fought their way through the lower deck to the engine room. They know if the reactor is destroyed, the Helicarrier will explode and kill everyone on it. "Is this the way to the engine room?" Yang asked Chang.

"Yes. Right in here." Widow opens the door that leads them into the large reactor room.

**BGM-Transformers Devastation OST-Devastator**

Inside, the heroic trio confronts the enemy trying to destroy the Helicarrier. An A.I.M. agent piloting a Hulkbuster model robot that has the organization's color scheme and a design that slight resembles a robotic Ivory Wisp.

"Hey you! Stand away from the reactor!" Black Widow demanded, pointing her dual Laser Wispons at the mech.

"**Move aside!" **The AIM scientist turns his mech from the reactor for a moment and focus on destroying the heroes first. With the power of the Ivory Wisp, the mech fires a powerful lightning bolt from its hand at the heroes, but they were able to jump away from the blast.

"You two know what kind of robot is this?" Black Widow asked the duo, while running away from the mech's lightning attacks and blasting it with her own weapons.

"Not too sure! Looks like a Wisp-powered Hulkbuster robot!" Yang replied, while rolling away from lightning blasts.

"**This is the A.I.M. Wispbot prototype! A testament to our genius and a sign of what's to come for the world!" **The AIM agent blasts the women away with an explosive blast.

"All I see is walking scrap!" Knuckles roars in with a powerful punch that knocks the Wispbot back. The mech steadies itself and generates a thread of electricity to shock the leaping echidna to the ground. Yang bounces from a wall behind the mech and brutally punches it, then recoils upward to punch the head of the robot. The mech grabbed her then viciously threw her across the room to perform another trick.

"**Mode Change: Drill!" **The Wispbot changes design to slightly resemble the Yellow Drill Wisp, transforming its right hand to a giant drill. While Yang is still in the air, the mech charges its drill and dash straight ahead at high speed towards her. Yang's eyes quickly widen noticing the attack, then uses a recoil from her weapons to fly away from the attack. The mech charges up another attack, but this time Knuckles has a plan to counter it.

"Try your best shot!" Knuckles taunts the enemy while equipped with the Shovel Claw. The Drill Wispbot dashes straight at the echidna with its drill thrust forward. Knuckles leaps forward with his claws thrust forward as well shouting, "SHOVEL CLAW" while spiraling into a drilling projectile. The two powerful drill-type moves clash and enters an intense struggle contest. Both combatants give it their all until they reached an exhausting stalemate. But thanks to Knuckles, the Wispbot is left vulnerable, giving his comrades a chance to deliver the punishment.

"Nice! Now we can wreck his mech!" Chang unleashes a hefty laser barrage at the Wispbot, staggering it intensely with her fierce attacks. Yang shows up in front of the mech while her cybernetic arm is engulfed in flames, unleashing a devastating uppercut that launches herself off the ground and knocking the mech slightly into the air. Then here comes Knuckles appearing above the robot with a violent downward punch that slams the mech back down.

"**Kuh…Mode Change: Lightning!" **The now nervous AIM agent switches Wisp powers back into Ivory Lightning and discharges a lightning shield that electrocutes the power duo, sending them flying across the room, **"That was close…Now where did that SHIELD agent go?" **He looked around for any sign of this world's Black Widow, but she seemingly disappeared.

"Not just a SHIELD agent…" Chang reemerges behind the robot to attach an EMP device to its back, "I'm an Ultimate! This EMP should remind you to perfect your prototypes before fighting us!" She mocked.

The EMP device disabled the Wispbot access to all its weaponary, leaving the AIM solider extremely worried, **"No, no, no! I need to reboot this before-!" **It was too late for that, as Knuckles and Yang worked together smashing through his mech with a powerful united punch, causing the mech to explode and knocking the solider unconscious.

**BGM End**

And because the Wispbot was destroyed, a dozen Wisps emerged safely from the wreckage and fly around overjoyed that their powers aren't being abused anymore. An Ivory Wisp flew happily to Yang's arm as its way of saying thanks for saving them. "Hey there, little guys. Nice to see you're okay. We certainly put a 'shock' to his systems, right?" Yang punned, which got Knuckles to groan in disgust.

"So these are the Wisps? Looks like the only thing scary about them is their cuteness." Chang joked, before receiving a call from the operator, "Yeah?"

'_Black Widow! The enemy fleet is moving away!' _The operator informed her of the good news that SHIELD survived the battle and forced AIM's forces to retreat.

"They retreated. Cowards. I want a damage report! And make sure the wounded get priority." Chang ordered the agent.

'_Understood.' _The operator responded.

* * *

**Later on the flight deck…**

As SHIELD agents are being treated and cleaning up the Helicarrier after the battle, the Ultimates, Yang, and Knuckles are in the middle of a conversation discussing the aftermath, as Chang is saying, "We confiscated all the Wispons that were left by the enemy and freed the aliens they were using. We'll keep them safe until we know what to do with them."

Stark nods, **"Good." **before facing his new outworldly allies, **"Thanks to you two, we don't have to build another Helicarrier. This should make up for SHIELD trying to arrest you and Hawkeye ensnaring you with his arrows." **He joked.

"Yeah. Sorry about that." Hawkeye apologized.

"It's okay. We're sorry we crashed into your ship." Knuckles apologized.

"**By the way, I've been doing a little research regarding who you guys are. You're the same people that helped Spider-Man during that Carnage outbreak at the Triskelion." **Iron Man said, having learned that Yang and Knuckles assisted the previous Ultimate Spider-Man during the crisis of Shattered Dimensions.

"Oh yeah. They were with Spider-Man when they participated in Deadpool's old TV show. Pain Factor, was it?" Hawkeye remarked.

"Huh? Carnage and Deadpool? I don't remember that happening." The confused Knuckles responded.

Yang, however, has quickly pieced together what has happened and where they ended up, "Not in our universe. Don't you get it, Knuckles? We're back in Earth-1610! The universe with that younger Spider-Man!"

Knuckles reacts in surprise, "Wha?! You mean that machine Taurus and MODOK used teleported us into another dimension?!"

"Another dimension? You gotta be kidding." Chang crossed her arms as she doesn't believe these two are from a parallel world.

"**But it does make sense." **Stark believed otherwise.** "That was the energy spike I picked up earlier. Whatever this machine is, it breached the barrier between dimensions and brought our new friends over to this side, along with this 'other' A.I.M. and those 'White Fang' gentlemen to take them out."**

"I get the feeling those guys have known about this dimension for some time. Now the problem is how're we gonna stop them and return to our dimension?" Yang pondered, thinking what their next move should be.

Before anything could be done about that, Hawkeye receives a call of someone approaching the Helicarrier and informs his allies, "Stark! It's Spider-Woman. She's about to land."

"Spider-Woman?" Knuckles and Yang stared at each other in confusion, wondering who the Spider-Woman of this universe is and what'd she looks like.

Not long after, a Quinjet makes a safe landing on the flight deck. The Ultimates approaches the ship as Ultimate Spider-Woman opens the hatch and walks out greeting her team, "Got the alert the Helicarrier was under attack. Is everything okay?" She asked.

"**Everything's fine, thanks to these two." **Iron Man gestured to Yang and Knuckles to introduce them to this world's Spider-Woman.

Yang politely waves at Spider-Woman and gets ready to introduce themselves, "Hi, we're-."

"Yang Xiao Long and Knuckles the Echidna. Yeah, I know your names." Spider-Woman crossed her arms as she's already aware of their identities, which surprised them considering they haven't met until now.

"Huh? How?" Yang asked.

"Your friends told me." Jessica casually points to Blake, Ilia, and Scarlet Spider walking out of the Quinjet, which left the duo happily surprised to see they're okay.

"Guys, you're alright!" Yang smiled, running up to hug her partner, Blake.

"I could say the same thing! Glad you're okay!" Blake smiled as well, embracing her friend's hug.

"Didn't take long finding you two. Knew when there's trouble, you're bound to be in the middle of it." Scarlet Spider dryly jokes while shaking hands with Knuckles.

"Yeah, it's been rough. Glad to see ya, Scarlet. You too, Ilia." Knuckles smiled, greeting his friends and is happy Team Amazing is almost reunited.

Blake lets go of Yang and faces this world's version of the Avengers asking them, "So you guys are the Ultimates Spider-Woman told us about?"

"**That's right. And your part of the group that accidently stumbled into this dimension, correct?" **Iron Man remarked.

"Yeah." Blake nodded.

"This is the same world we teamed-up with the younger Spider-Man, remember?" Yang happily asked her faunus partner.

"The one that was wearing the black suit?" Blake questioned.

Yang smiles and nods, "That's right."

Meanwhile, Spider-Woman walked up to Tony with the data she and her group secured from the A.I.M. base at Hudson Valley, "Tony, I received important data from an AIM base at Hudson Valley that we might be under attack by terrorists from another dimension."

"**Yeah. We received their invitation." **Stark quipped.

"We're gonna need to find Spider-Man if we're going to stop them." Scarlet Spider told the Ultimates.

For some odd reason, hearing Spider-Man's name called out got the Ultimates a little jumpy and shocked, **"Spider-Man? You mean Peter Parker?" **Iron Man asked.

"Yeah. He was with us when we got sent into this world. We'll need his help if we're going to stop A.I.M. and the White Fang." Blake replied.

"I'll bet he's hanging out with the younger Peter. We can ask him to join us. I did promise we should hang out again. Better time than any, am I right?" Yang smiled, genuinely looking forward teaming-up with Ultimate Peter again as she does see him as a kid brother during their last adventure together.

Strangely, the air around the Ultimates goes silent as their mood suddenly drops into depressed states. **"It might be a little difficult to reach him…" **Stark said with a somber tone stuck in his voice.

"What do you mean? If he's at school, then we could hang out later when he's done." Yang responds, looking rather confused just as much as the rest of Team Amazing as they get the feeling the Ultimates are hiding something about Ultimate Peter.

"**No, it's…"** Stark takes one big sigh to calm himself for what he's about to say next. Whatever he's about to say got him so serious that he takes off his helmet and stares firmly and strong at Team Amazing.

"What's going on?" Knuckles blinked, really confused why Tony is staring at them and the Ultimates are looking ashamed about something.

"There's no easy way for me to say this but I'll just go out and say it." Tony said to Team Amazing so they could brace themselves for what he's about to say next, "Peter Parker…the Spider-Man of this world…is dead." He finally told them the truth of Ultimate Spider-Man's untimely fate.

The looks on Team Amazing's faces is hard to describe in words. It's like their hearts stopped beating for a few seconds the instant they heard of Ultimate Peter's death. They are completely shocked to say anything, not while Tony still has some things to tell them, "It was about 3 months ago. He was 16-years-old when he sacrificed his own life saving his family from the Green Goblin. He was the world's greatest hero…and we failed him."

Kaine was shocked to hear this, just as much as Blake and Ilia. But no one was more heartbroken to hear about his death than Knuckles and Yang. It wasn't that long ago when they worked together collecting the fragments of Tablet of Order and Chaos to save the multiverse. And though their time together was brief, those three quickly became good friends since Ultimate Peter wasn't too different from Amazing Peter.

Yang falls to her knees completely stunned and speechless, as her eyes widen in distress and become filled with tears that soon stream down her face. Blake kneels down to hug her friend, comforting her as she breaks down crying over his death. "I'm so sorry…" A teary-eyed Blake sincerely apologized as Yang continues to sob.

Knuckles is having a hard time accepting Ultimate Peter's death as he growls and clenches on his fist in utter disbelief, "I don't believe that…The kid can't be dead…He helped us saved the entire multiverse from Mysterio for crying out loud…How could…He was so young…"

Kaine comforts his distressed echidna pal placing his hand on his shoulder and somberly says, "He's gone, man. There's nothing we can do for him now but to make sure A.I.M. and the White Fang don't take over this world. We'll do it in his memory. But first we need to find our Spider-Man. Make sure he's okay and the bad guys haven't found him."

Suddenly, Tony had to put on his helmet when he receives a call from someone, **"Hello…? Okay, we'll be right there." **He hanged up and looked at his friends. **"Good news. Looks like Nick Fury found your Spider-Man." **He said, which was enough to have Team Amazing stop crying over Ultimate Peter's death.

"Did you tell my ex-husband I said hi?" Chang joked, shocking Team Amazing that she's the ex-wife of Nick Fury in this universe.

"Fury's MARRIED in this universe?" Kaine remarked.

"WAS married." Monica Chang corrected with a glare.

"What did Fury say about Spider-Man? Where is he?" Blake asked the armored hero.

"**He's in jail." **Tony said casually, stunning the members of Team Amazing that their webhead is currently stuck behind bars.

* * *

**BGM-Ultimate Spider-Man Game OST-Menu Theme**

**KFX Here: And now Team Amazing has learned of Ultimate Peter's passing. Everyone except for our Peter, for now. Next time we'll finally catch up on Peter and Miles and how they're gonna handle a White Fang assault.**

**TheOkWriter: I have no idea what you're trying to ask me.**

**Next time: Come together for this amazingly ultimate spider team-up!**

**Question of the Chapter: This sounds wrong to ask, but what is your favorite "Death of Spider-Man"? Is it the one from original Ultimate Spider-Man comics? Into the Spider-Verse? Edge of Time? Some other death that I don't know about?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	5. Issue 4: Truth of the Fallen Spider

**BGM-Spider-Man: Into the Spider-Verse OST-My Name is… Peter B. Parker**

**Scarlet Spider: My name is Kaine. I'm a clone of Spider-Man that goes by the name Scarlet Spider. Found Knuckles and Yang. The Collider teleported them to a Helicarrier where they met up with this world's Avengers, calling themselves the Ultimates. After they helped fend off enemies from destroying the ship, we learned a shocking truth about this world's Spider-Man. Apparently he's dead, and a new guy took his place. Whoever he is, we need to find him and our Spider-Man before AIM and the White Fang gets to them.**

**BGM End**

* * *

_Issue 4: Truth of the Fallen Spider_

**Triskelion (Ultimate Universe)**

**BGM-Mega Man ZX Advent OST-Relief (Tunes Ver.)**

A maskless Peter Parker drools in his sleep inside a special cell in this world's Triskelion, headquarters of SHIELD. After being knocked out for hours, the amazing webslinger woke up and sprung up from his drool saying, "Yaai yiy!" He notices that he's not wearing his mask and his Web Shooters and other gadgets have been confiscated while he's locked up behind an impenetrable energy barrier.

"Hello, Peter."

A familiar-sounding voice talks to Peter, as he stares at the other side of the energy wall to see a certain gruff and stoic African American man with an eyepatch staring back at him from his chair with his arms crossed. "You're…" Peter recognizes the man as someone he knows from his dimension.

"Nick Fury, director of S.H.I.E.L.D." Ultimate Nick Fury introduced himself to Peter.

"Fury?" Peter responded, blinking with a shocked expression to be meeting a Nick Fury that looks almost identical to the one from his dimension.

"Do you know me?" Fury asked him.

"Yeah." Peter answered.

"ARE you Peter Parker?" Fury asked another question.

Peter nervously rubs the back of his neck saying, "I really don't know how to answer that question."

"It's pretty straightforward." Fury said with his cupped hands in front of his muzzle.

"Let me ask YOU a hypothetical one." Peter stared at him.

"Go for it." Fury allowed him to ask a hypothetical question.

"If you were a pretty well-known super hero who had put just a LOT of effort and thought and time in concealing your secret identity because you feared for the safety of your loved ones, but all of a sudden found yourself in a situation where suddenly your real name seems _fairly _well established, and your mask was off, and then you ran into a teenage African American version of your, well, self and now you were talking to a Nick Fury that looks exactly the same as another one you know, after you had some time to think it over, that you may have either A: had a complete psychotic break, B: your mind is being scrambled by a telepathic supervillain genius scientist that has a head for a body and sits on his floating doomsday chair, or C: have accidently transported to an alternate dimension that slightly resembles the one you're from if not for the gigantic differences…what would you do?" Peter rambled.

And surprisingly, Fury was completely patient with his rambling and gives him a casual look replying, "Oh, that old nugget…"

"And did I mention that part where everyone seems to know Peter Parker is Spider-Man? Which I still neither confirm nor deny…Where am I and who was that kid?" Peter babbled a little more.

Fury presses a button that disables Peter's cell as he stands up offering his hand to him saying, "Come with me…"

**BGM End**

* * *

**Outside the Triskelion…**

Nick Fury walks with Peter Parker underneath the night sky at the Triskelion where they meet up with the young and maskless Miles Morales. "Peter Parker meet Miles Morales." Fury introduced the two Spider-Men to each other.

"Yeah, we, uh, we met." Peter awkwardly said, looking at the Ultimate Spider-Man of this dimension.

"Oh man! It's HIM? For real it's really him? Kinda sorta." Miles remarked, completely shocked that for the first time in his life he's meeting the original Spider-Man face-to-face. At least an older version of him from another universe.

"Kinda sorta?" Fury responded.

Miles puts on his mask as they approach a helicopter replying, "This isn't the Peter Parker we knew."

"KNEW?" Peter remarked, raising a confused eyebrow about that statement.

"He's from somewhere else." Fury stated.

"Is that why he's so old?" Miles remarked.

Peter found that remark insulting and says, "I'm not THAT old, I'm only-."

"He's 13. We all look 80 to him." Fury stated.

"But I was right to bring him here." Miles replied.

"You were right on it, kid." Fury complimented the young spider for bringing Peter to his attention after accidently knocking him out cold earlier.

"Just, please. Tell me what's going on! Where are my friends?" Peter asked, showing concern for his friends and hopes they're okay.

"Your friends are with the Ultimates." Fury answered as he hands Peter back his stuff like his mask and Web Wispons.

"The who?" Peter remarked.

Fury ignores his question and continues, "Miles here is THE Peter Parker expert. He knows everything you need to know. I'm gonna go with my gut on this one…Miles, I want you to take him and show him what happened to Peter Parker while I try to figure out how he and his friends ended up here in the first place. A dimension rift like this is a SERIOUS matter."

Miles awkwardly asks, "How, uh, much of it do you want me to tell-?"

"All of it." Fury answered as he walks off.

"All of it? You believe me?" Peter asked as he puts on his mask.

"Of course I do! Why would anyone make up a pile of garbage like THAT? Report back here when you're done and try not to blow anything up." Fury responds while he leaves.

With nothing else to really do, the two Spider-Men get themselves comfy inside the helicopter as their pilot flies them through the night sky. Nick Fury stands in place staring emotionally at the helicopter flying away with a version of his world's greatest hero. The hero that he thought of as a son and blames himself for his death. "Peter Parker." Fury said softly.

Inside the helicopter, the two Spider-Men have themselves a little conversation that doesn't involve fighting each other this time. "So, _you're _Spider-Man?" Peter asked the new kid.

"Yeah. If that's okay?" Miles answered.

"Not Spider-_boy_?" Peter joked.

"No."

"Sorry about the dust-up before and the unmasking. That was not cool of me." Peter apologized about their little brawl from earlier.

"Hey, I've never been in a helicopter before, this is cool." Miles accepted his apology.

Peter then stares at his counterpart with a straight face as he's been meaning to ask a very important question that's been bugging him ever since he arrived in this dimension and says, "Kid, tell me. Is Peter Parker dead?"

Miles' quiet facial expression says all. He's extremely hesitant to tell him anything as he can already imagine the moment Peter learns the truth, it won't be pretty.

**BGM-Spider-Man 3 Game OST-Morbius Theme**

Then out of nowhere, their helicopter was blasted by a rocket, startling the heroes off their seats. "Whoa!" Miles exclaimed.

"I'll grab the pilot!" Peter quickly grabs the unconscious pilot and fires a webline to swing out of the flaming helicopter.

Miles web-swings out in time too before the helicopter exploded in midair and asks, "Wow! What's going on?"

Peter quips, "I don't know. Hey, let's ask them." and looks down at the pier to be greeted by a small army consisting of A.I.M. and White Fang soliders holding their own Wispons. Leading this terrifying squadron of interdimensional baddies are two of the White Fang's most deadliest enforcers, the stoic bat Faunus, Yuma, and the professional spider Faunus, Trifa. And these two are sporting their own Wisp Armor as well. Yuma is outfitted in a winged Wisp Armor that helps boost his flying capabilities using the Crimson Eagle Wisp but his colors and powers are based off the Magenta Rhythm Wisp. And Trifa's Wisp Armor is primarily based off the Pink Spikes Wisp to improve her powers as well.

"**The universe is giving us TWO Spider-Men to kill for the price of one. Well, alright." **Yuma grinned.

**BGM End**

**BGM-Marvel Ultimate Alliance 3 OST-Bring on the Bad Guys**

The Spider-Men lands on the pier docks and safely hides the unconscious pilot in a safe place while Miles confronts the villainous party asking, "Uh, what's going on exactly?"

"Dude, I don't know. YOU live here. I'm visiting." Peter quipped.

"**Do you not remember Yuma and Trifa? Two of the White Fang's top enforcers?" **Yuma asked the webhead.

"Not really. You're kinda forgettable. And what's with the Wisp-looking Iron Man armor? They look kinda cool. Do you guys call them Wispmors?" Peter babbled, which quickly annoyed the enforcers.

"**Silent, you fake Faunus!" **Trifa fires a quick energy blast at the heroes that forces them to jump away to battle their united forces.

"Fake Faunus? What did she mean by that? And what's a Faunus?" Miles asked, while doing a good job beating down AIM and White Fang soliders alike with his quick, powerful punches.

Peter leaps into the air spinning a mighty ball of webbing to smash into his enemies while replying, "Shorten to the point, Faunus are basically an animal/human hybrid. Kinda like us, except they were born with weird animal features. And some of them have a MASSIVE hate rod for humanity."

"So these guys are like mutants?" Miles punched down a W.F. goon holding a Rocket Wispon.

"The guys wearing the stupid masks are. The ones in beekeeper suits are wannabe scientists that are too dumb to know when to quit." Peter web-zipped to the ground in a diving kick that knocks away some AIM agents. Yuma hovers in the air with his wings and targets his gauntlet at Peter. Using the power of the Magenta Wisp, he unleashes a devastating soundwave that knocks Peter through the docks. Peter leaps high into the air towards Yuma but he flew away at the last second, but Peter was still able to attach a webline on his armor and zip over with a flying kick to slam his butt to the ground.

"So that machine underneath Brooklyn was a dimensional teleporter. Why does someone like Adam want something that dangerous?" Peter asked the winged enforcer.

"**Nothing trivial like conquering the multiverse." **Yuma flies towards Peter with a dive kick, but was blocked by his web shield. He bounced off and fires another sonic attack at his shield, slowly pushing the webhead back with it's incredible power. **"We are performing the greatest White Fang mission ever undertaken. Searching for the ideal world to establish a utopia for all Faunus can call a home." **He said.

"Sorry, but MY home is already occupied!" Miles manage to web up Trifa and swiftly throw her at the hovering bat.

"**That can easily change." **The ominous Yuma fired a sonic blast that knocks Miles away. While he wasn't looking, the bat Faunus got brutally kicked in the back by Peter and was trapped in his Ultimate Web Throw to get slammed onto the grounded goons.

Trifa returns confronting Miles as he recovered from the sonic blast and uses the Pink Wisp power to transform her webbing into spiky tendril whips. The young girl violently swings her tendrils at Miles, but with his agility and Spider-Sense, she's having a hard time landing any critical hits while he's quipping, "Why are we fighting? Aren't we both spiders?"

"**You are simply a pretender. An insult to all Faunus." **Trifa retorted.

"If I say sorry, will you stop trying to whip me to death?" Miles quips as he turns invisible away from her attacks. Trifa is confused and looks frantically for the invisible spider until she got punched from the back as Miles reveals his presence quipping, "Guess even spider Faunus can't do that."

Trifa scowls as her armor uses another Wisp power, the Indigo Asteroid Wisp. She blasts a chunk of the floor into her powerful gravitational pull, tearing the chunk into pieces. She unleashes the pieces like a swerving stream at Miles, who dodges it, but then the stream instantly transforms into an array of energy knifes. "How the heck is she doing this?" Miles asks while frantically avoiding her knife barrage, before they merge together into one large energy knife that's easily capable of carving a trench on the ground. Thankfully, Miles dodged her special attack in time but got webbed and swung around in the air and brutally thrown at a building.

Meanwhile, Peter is holding his own against Yuma and his goons when he saw Miles getting trashed by Trifa. "Hang on, kid! These guys aren't the only ones who have handy Wisp powers!" Peter leaps away from combat to fire a thick wad of Indigo Webbing back at any pursuers, using its properties to create a gravity field that affixes Yuma's forces into the air and nearby impossible to break free from. While they are left helpless, Peter flies into an aerial dizzying blur of attacks, almost leaving no enemies in the air for long when they get slammed by his Cube Web Hammer, freezing guys like Yuma in blue cubes.

Miles saw all of that and was highly impressed by how strong and experienced Peter is compared to him. "Whoa, man. You're more amazing than I thought. And the way you can create weapons using your webbing. Wish I could do that." Miles remarked.

"How 'bout we do a little training and I could teach you the basics?" Peter said, brutally punching Yuma out of his cube.

"**Do not think of the White Fang as your testing dummies!" **Trifa retorted, firing a barrage of energy knives at the Spider-Men.

"You guys already volunteered!" Peter quipped, as the spiders dodges her knives. "Okay kid, shoot a pair of webs behind you and pull up a chunk of earth and hurl it at her for a Web Sling. Can you do that?"

"I'll try." Miles does what he's instructed to do and shoots his webbing behind himself, pulling up a chunk of earth and hurling it forward at Trifa, almost knocking her down. "Was that good enough?" Miles asked his trainer.

"Pretty good." Peter complimented his battle prowess. "How 'bout you mix that 'Venom Blast' of yours with your web shoots. Think you could do that?" He instructed with an idea.

"Let me see. Heads up, folks! Here comes the Electro-Web!" Miles mixes his Venom Blast into his webbing and splatters rapidfire web shots on the floor underneath the goons' feet, electrocuting them all unconscious with his new Electro-Web technique. "Awesome! Never occurred to me I could mix them together." Miles said, loving these new tricks that he's learning with the Amazing Spider-Man.

"Stick with me, kid, and you'll soon do whatever a spider can." Peter quips, jumping over Trifa's attacks and lands behind her. He quickly spins out a cone of web binding her, then roughly yanks her towards his fist that sends her flying at the sonic-blasting Yuma, knocking back the two Faunus briefly staggered until they were knocked away from a double-punch by the Spider-Men.

**BGM End**

Yuma and Trifa weakly stand up facing the Spider-Men as it became apparent they have lost this match. Their armor has taken some damage and their little army are knocked out cold. And it's only a matter of time until the police and other heroes show up to make things more challenging than it already is.

"Make this easy on yourselves and give up. There's nothing you can do." Peter taunted the enforcers to surrender.

"**Really?" **Yuma remarked. **"You may think you have won, bug, but soon you…and this entire city will fall." **He foreboded.

Trifa leaves behind a metal sphere as she and Yuma flies away, retreating into the night before the spiders could stop them. "Darn it! They're gone. Should've attached a Spider-Tracer on them so we could figure out what they're planning." Peter criticized himself.

"It looks like they dropped something." Miles kneels down and picks up the mysterious sphere to be messing around.

And of course, that mystery sphere triggers Peter's Spider-Sense and warns the kid, "Kid, I don't think you should be touching-." But before he could finish, the sphere blew up in a large explosion that knocks the Spider-Men unconscious.

* * *

**Sometime later…**

While unconscious, Miles hears the sound of people talking around him, which was enough to open his eyes in surprise as he sees the Ultimates staring down at him with Iron Man joking, **"Eh, he'll be okay."**

"Stand, boy." Thor told Miles.

"Ho whoa! The Ultimates." Miles remarked to be surrounded by these mighty heroes.

"On your feet, solider." Hawkeye ordered.

"Oh man." Miles said.

Spider-Woman offers her hand to Miles and helps him on his feet kindly asking, "You okay?"

"I'm okay." Miles replied.

The young Spider-Man sees a curious crowd standing behind police tape while Nick Fury and his SHIELD agents keeps everyone calm and not interfere with the crime scene. "This is Fury, code name one-eye eagle. We need a containment detail at my triangulated location." Fury spoke to someone on the phone while his agents are arresting the unconscious AIM and White Fang goons.

Miles tells everyone, "Okay, so this is going to sound crazy but what happened was-."

"We know _exactly _what happened, kid." Fury responded. "We've been monitoring and heading toward you since the copter was attacked."

"You can do that?" Miles remarked.

"Sure. That's what makes me, me." Fury quipped.

Miles is then hit with more surprises when he turns around and is shocked to see Scarlet Spider and the other members of Team Amazing, who have come with the Ultimates to meet this new Spider-Man. "Whoa. Who are you guys?" Miles asked his new outworldly friends.

"We're friends of Peter Parker. The one from our dimension. My name is Blake. What's your name?" Blake introduced herself to the new kid.

"Miles Morales." Miles introduced himself to Team Amazing.

"Morales, huh? So you're the new Spider-Man. How old are you? 13?" Scarlet Spider asked, crossing his stoic arms.

"Maybe. How old are you? 150?" Miles quipped.

"Don't make me hurt you." Kaine threatened.

"Says the four-year-old." Yang quipped with a smile, earning the clone's annoyed growl.

"He's right. Miles here is 13-years-old. He's been the new Spider-Man ever since Peter died." Spider-Woman remarked, standing next to Miles while confirming his age with Team Amazing.

"13-years-old? That's awfully young to be a superhero." Ilia responded with a worried expression for Miles, thinking he's too young for this kind of life.

"Peter and Ruby were only 15 when they started fighting bad guys. You sure you want to continue being Spider-Man, kid? Being Spider-Man can be pretty challenging, especially at the age you are right now." Yang asked the young webhead, worried for his safety as well since she already lost one Spider-Man.

"I don't really have much choice." Miles responded. "And don't I remember seeing you and the red guy somewhere on TV before?" He asked the powerhouse duo.

"You mean on Pain Factor?" Knuckles remarked.

"Yeah, that's it. What was it like?" Miles asked about that adventure.

"A nightmare. Let's not discuss about it." Knuckles replied, not in the mood to talk about that annoying mission.

Fury walks forward to the group and responds, "What we should discuss is how are we gonna deal with terrorists breaking down barriers to our reality ready for a full-scale interdimensional war…not to mention-."

"**The grown-up Spider-Man." **Iron Man finished for the director.

"Exactly." Fury remarked.

"Where did the other Spider-Man go?" Miles asked, wondering where his counterpart ran off to after their battle with Yuma and Trifa.

"Ain't it obvious, kid…He ran the hell away from us." Fury answered.

"But why?" Miles asked why Peter would leave them when there's important business to be done.

"Because he doesn't know if any of this is real. So he's going to find out for himself." Fury responded.

"How is he going to do that?" Miles wondered.

Fury sighs and states, "It ain't gonna be pretty."

* * *

**Somewhere in Manhattan…**

'_This ain't gonna be pretty.' _Peter stated in his thoughts. After waking up from the explosion, Peter's curiosity got the best of him and left Miles to learn the truth about his Ultimate counterpart. He swings through the night alone and worried and constantly thinking to himself, _'This HAS to be some kind of illusion. But it's all so REAL. It's all so—AAGGH! Come on. What did I do to Taurus and MODOK other than send them to jail a dozen times and make fun of the way they look. Have you looked at those guys? They were ASKING for it.' _He lands on a rooftop that he presumes is next to his apartment, _'What I need to do is step back. Retrace my life. Do some footwork. Center. Start looking for things Adam and MODOK wouldn't know about. Like where Peter Parker lives in the-.' _But instead of finding his apartment, he finds out that it's a grocery store in this universe.

Peter drops in entering the store and tries to talk to the black female dependant holding a tablet that he thinks will help him uncover the truth about his counterpart, "Uh, hi. Um, how long has this store has been here?"

The grocery lady gives him a weird look and stands silent for a moment before answering with a simple, "I dunno."

"How long have you worked here?" Peter asked while trying to sound or look very awkward.

"Two years."

"So, there's never been an apartment building here? What year is it?" Peter asked.

"Are, uh, you gonna buy somethin'?"

Peter awkwardly stretches the part of his costume where pockets should be but aren't, "No pockets. No money. Hey, does that thing have Wi-Fi?" He asked her about the tablet

And just his luck, Peter gets interrupted by a random man with a gun trying to rob this grocery store demanding, "The cash! DO IT NOW! Do what I say! Open the register and give me the money!"

"Really? I'm standing right here." Peter casually thwips a webline to the dude's head and whacks him on the glass counter, instantly knocking him out cold and saving the dependant.

She has her tablet ready to contact the police to arrest the robber, but Peter wants to make use of it first and asks, "Does that get a signal in here?" The woman looks at him and decided to hand him her tablet as thanks for saving her. "Thanks. Just need to do a little search…" Peter taps on the tablet and searches for anything related to Peter Parker and Spider-Man.

And it was at this moment, right here, Peter stood frozen, feeling paralyzed with the utmost horrified expression. He learns the shocking truth about his counterpart in this dimension. The same Ultimate Spider-Man that helped him save reality during the Shattered Dimensions crisis. A younger version of himself essentially. He learned he's now dead. He stares motionlessly at the Daile Bugle report that reads, "SPIDER-MAN R.I.P. New York City's Fallen Hero was Queens High School Student Peter Parker."

Peter falls on his knees still utterly speechless of what became of his counterpart in this world. He clenches on his head in complete denial that he is dead in the universe and his secret identity has become public knowledge to the entire world. "Oh god…Please…Please be a dream…" He hoped that is some nightmare he's trapped inside, but as much as he's in disbelief, he has to accept this is reality. And that he is truly dead in this universe.

"What is this? What's going on?" The grocery lady asked with a confused expression on why Peter is on his knees and sounding like he's on the verge of tears.

Peter looks at her as he stands up and replies, "Lady, if I told you, you wouldn't-." but then notices she is wearing a golden Spider-Man pendant wrapped around her neck, pointing to it and asks, "What is—what is that about?"

The lady gently touches the pendant and replies saying, "Respect. Respectin' the little dude. Just like you but…I'm doing it the…normal way."

Peter leans closer to her sincerely asking, "Can you—Oh man…can you tell me what happened to Peter Parker…exactly?"

"You don't know?" The lady asked.

"Please." Peter responded with sincerity in his voice as he wants to know everything about this world's Peter Parker all the way to his death. The lady stares at him, looking like she's on the verge of tears too, but seemingly agrees to tell him everything she knows about Peter Parker.

* * *

**The next morning…At the Home of Peter Parker (in the Ultimate Universe)**

At a very familiar Queens, two very familiar people walk out of a very familiar house that is up for sale. It's Aunt May and looking quite young. Younger than her Amazing counterpart. And here's the kicker. She's walking down the steps of the porch with teenage version of Gwen Stacy, looking a tiny bit emo than her original deceased counterpart ever since the death of Peter Parker.

"Gwen, you still have to do your homework." May told the young girl.

Gwen happily quips, "May, it's not like I didn't do it, I just didn't do _all _of it. I just need to pace-."

Before Gwen departs to school, both she and May look in utter surprise when suddenly the silent Amazing Spider-Man arrived on their front yard. Believing this is some guy pulling a heartless prank on them dressing up as their beloved Peter, May angrily screams, "How dare you!? Get out of here, you lunatic!"

And Gwen yells, "I'm calling the police, you horse's-."

But then, Spider-Man unmasks himself in front of the women with tears streaming down his face, leaving them in a state of shock as they are staring at the image of an older Peter Parker and is apparently alive.

* * *

**BGM-Ultimate Spider-Man Game OST-Menu Theme**

**KFX Here: I should inform everyone that Ultimate Iron Man is wearing the same armor from the original "Spider-Men" comic, which is based off the Iron Man Amor Mark IV from **_**Iron Man 2**_**.**

**Door of Nowhere: I don't see myself adapting Civil War. That kind of story is too political for my tastes.**

**Tristan Waits: I don't exactly care who wins the death battle between Deadpool and The Mask.**

**silverfox26: I've seen the new Sonic move trailer and I'm happy with the redesign.**

**Next time: A tearful reunion!**

**Question of the Chapter: What do you think of the White Fang using the power of the Wisps to further their own agenda of helping Faunus and exterminating mankind in this story?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	6. Issue 5: Rest and Resolutions

**BGM-Spider-Man: Into the Spider-Verse OST-** **Miles Morales Returns**

**Miles Morales: My name is Miles Morales. Or you can also call me Spider-Man. Recently, I met with a Peter Parker from a totally different dimension. Crazy, right? We got attacked by bad guys from his world invading this one using some weird alien weapons, but after we beat 'em, Peter just left. He's been wondering what happened to other self in this universe until he tragically found out that he died a few months ago. Completely lost and confused, Peter went to visit his family in this universe. I already know that won't end well, so I'd better check on him.**

**BGM End**

* * *

_Issue 5: Rest and Resolution_

**Queens, New York (Ultimate Universe)**

This is probably the most awkward family reunion in history. A maskless Peter is standing on the front lawn of the Parker house in this parallel Earth staring at a young and stunned Aunt May, the woman who raised him in this dimension. Alongside May is the Gwen Stacy of this universe, looking very alive just as much she's stunned to be staring at an older version of her deceased ex-boyfriend dressed in a Spider-Man costume.

Peter continues sharing a good long stare at parallel family and says, "Aunt May…And you—oh man, you're Gwen Stacy! You're so…you're so young."

May quietly walks towards Peter and painfully slaps him down on his butt as she's still in disbelief of his presence, thinking of him as another lunatic. "Ah." Peter touches his red cheek until he was caught off-guard by a very angry Gwen Stacy continuously stomping him.

"You fuckin' asshole! You think this is funny? You think it's funny to come and shitting with people!" A highly distressed Gwen continued insulting him, even after Peter stopped her from hurting him, "Do you have a SOUL? Do you have a reason to LIVE?!"

"WAIT! DON'T!"

Suddenly, Miles leaps into the scene to break up the drama and stopping Gwen from hurting Peter anymore saying, "Hey, hey, hey! Whoa! STOP!"

"What the hell IS this, man? What are YOU doing here?" Gwen asked the young spider.

"This is…this is really…It's…it's him." Miles explained to Gwen and May that this Peter Parker really is Peter Parker.

Both May and Gwen have confused expressions on their faces as Gwen remarks, "What the hell does that mean?"

"PETER!" A group of familiar friends shouted nearby.

Gwen and May stare in shock to see the rest of Team Amazing running towards Peter with worried expressions as they haven't seen him since they got transported into this dimension. "Did they just call him…Peter…?" A shocked May remarked.

Yang comforts her depressed boyfriend with a warm hug and stares at him with a sincere expression saying, "Are you alright, Peter? We're so glad you're okay. We…assume you learned everything…I'm so sorry." She apologized.

"First that business with you becoming an evil CEO in the future and now this? This just hasn't been your month, buddy." Knuckles frowned, feeling bad of how emotionally intense his last few adventures have taken on him.

Kaine crosses his arms and stares at Peter while harshly criticizing him, "Parker, what the HELL were you thinking? You KNEW it was a bad idea coming here and you still did it!"

"Cut him a break, Kaine. He's been through enough." Blake told him to stop.

Gwen continues to be in shock while staring at Scarlet Spider and remarks, "There's another one…And did he call him 'Parker'…No, it's not possible…"

Kaine turns around staring at Gwen. His eyes widen in shock to be staring at a different version of Gwen who is still alive and is still a teenager, and hopefully hasn't been cloned a dozen times by her deranged science teacher. "Oh my god…It can't be…Is…is that Gwen? You're…okay? But…I can't believe it…I didn't know you were here…" Kaine softly remarks. Though he is a clone of Peter Parker with his memories, Kaine can't help but think fondly of Gwen Stacy and still feel depressed over her death in his universe.

Gwen asks, "How do you know who I am? Who ARE you people? And…why do two of you sound like Peter Parker?"

The Parker brothers gasp in shock, as they realize are just tormenting these poor people with their mere presence, reminding them of the pain they are still suffering from the loss of their Peter Parker. The Parker brothers stare at the ground with depressed expressions as Kaine somberly remarks, "We should go. We're just torturing these poor people…"

"I-I shouldn't have come here." Peter laments. "I wasn't thinking. I didn't expect to actually see any of you. I didn't know WHAT I was going to see or do. I just…I just can't understand how there's this entire other world. And-and-and I died and there you are." He stares at Gwen and May to apologize, "I'm sorry I came here. You didn't deserve this on any level. I'm really sorry."

May gasps in shock from everything that has happened in the past few minutes and ends up fainting in Gwen's arms, scaring Team Amazing and Miles. "MAY!" Kaine exclaimed in distress.

"AUNT MAY!" Peter shouted worriedly, as everyone rushes to her side and helps Gwen with the unconscious lady.

* * *

**Meanwhile in the Triskelion…**

"What do you have, Stark?" Nick Fury walks into Tony Stark's lab while the genius superhero has been doing heavy research on the Wispons, the Wisps, the wrecked Wispbot from the Helicarrier attack, the stolen data from the A.I.M. base. Everything related to AIM and the White Fang as he's trying to decipher the secrets of interdimensional travel and uncover their master plan.

"I got nothing, Fury." Stark answered.

"Nothing?" Fury remarked.

"A whole lot of conjecture and theory. So I have nothing you can use." Stark quipped.

Fury says, "My boys just finished raiding that A.I.M. base Spider-Woman infiltrated at Hudson Valley yesterday. Didn't learn much except that these guys are planning to invade this world. Just don't know when and where and how exactly they're gonna pull it off. Which is why we need to hurry and find a way to that other dimension so we can destroy their Super Collider and prevent them from invading."

Tony rubs the back of his head asking, "Do you REALLY believe there's a Spider-Man from another world like ours?"

"I do." Fury answered.

"Suddenly you're a believer in that which you can't prove." Stark quipped.

"That which YOU can't prove yet." Fury remarked. "We know there are Earths outside ours. We've been to some of them. Ain't that hard to imagine one like the one our Spider-Man describes, is it? What we don't need are guys like Adam Taurus and MODOK knowing about it and dancing between them with their armies."

"Every move they make HAS to be hurting the barriers between us." Tony said, touching his holographic screens.

"It HAS to be." Fury said.

"I hate that this MODOK guy figured it out before me." Stark responded with jealously.

"You'll get it." Fury placed his faith that Stark will uncover how they'll travel dimensions.

"I need to talk to that Spider-Man." Stark said, believing the person who can help him solve this mystery is the Amazing Spider-Man.

"Yup. It's time to bring him and his friends back in." Fury stated.

Tony faces Fury with an intrigued stare telling him, "I'm surprised you're letting the other Spider-Man go out and about. I'm surprised you didn't hit him over the head and keep him under lock and key."

Fury remains silent while staring at the confused playboy, who remarks with, "What?"

Fury looks away from him somberly answering, "I made the kid promises. Promises I don't get to make good on."

"Who? Parker?" Stark remarks, referring to their deceased Peter Parker.

"Those poor people. How much crap can one family go through?" Fury wondered, referring to the Parker family as he feels very sorry for everything they had to suffer through when Ultimate Peter was Spider-Man, even beyond his death.

* * *

**Mary Jane Watson's House**

Like everyone else in this parallel Earth, the Mary Jane Watson that lives here is quite similar to her Amazing counterpart but is still a teenager. But ever since the death of his ex-boyfriend, Mary Jane has developed somewhat emo-culture personalities, wearing black glasses and a black hoodie but still has her iconic long red hair. She was on her bed writing on her journal until she received call from her cell phone.

MJ picks up her phone and answers it asking, "Hello?"

'_MJ.'_

"Who is this?" MJ asked.

'_It's Gwen.' _She greeted her best friend.

"Oh hey. Um…What's going on?" MJ asked, wondering why her friend is calling her out of the blue.

'_Well, it's one of those things.'_

"WHAT things?" MJ remarks with a confused expression.

Gwen rambles, _'Well, it's one of those things that it's mean if I tell you and it's mean if I don't. And if I thought for a second that you may not ever find out about this…I would totally not tell you. But I kind of feel you will find out about this and you would want me to—well, I'd want you to tell me-.'_

"Hey, hey, hey!" MJ finally had enough of her rambling and told her to stop, and now wants her to answer, "What are you TALKING about?"

* * *

**Parker House**

May sleeps peacefully on her couch covered in a blanket. She wakes up from the memory of her nephew and recalls that she fainted, believing she came face-to-face with an older version of her nephew. She thinks it was all a dream as she stands up and says, "Hello?" wondering if Gwen or anyone else was around. As she moves around her living room, she faintly hears Gwen talking to people upstairs.

"No, I'm telling you. His brain was in Wolverine's body and Wolverine's brain was in Peter's." Gwen told someone.

"What?" Peter responded.

"Oh yeah. I remember hearing about that." Knuckles remarked.

"They switched back eventually. Everything was fine." Gwen said.

"How does that even happen?" Peter questioned.

"Hello?" May listens to the conversation as she starts climbing up the stairs to locate the room where everyone is hanging out in.

Meanwhile, Gwen continues talking to her new friends, "I don't know. Something with the X-Men. I wasn't there."

"Well, I've only been a super hero for five minutes and I'd really like to know how to prevent that from happening to me." Miles joked.

May silently walks up to the attic and found the source of the friendly conversation. It's Gwen and Miles talking to the members of Team Amazing. Both Peter and Miles have their masks off sitting around the rest of their friends while Kaine is being anti-social and stoically leaning on the wall with his mask on. The Wisps from Peter's Web Wispons are also out and about hanging with the group with Gwen holding the Pink and Jade Wisps in her arms and the Ivory Wisp sitting on Miles' shoulder.

May was too shocked seeing aliens and the older version of her nephew in her attic that she hides in the staircase for a bit while secretly listening in to the conversation.

"You'll have to call the X-Men and ask them." Gwen remarked from Miles' earlier joke.

"I didn't know people could switch brains. That's freaky." Miles said.

"Well, considering where we are today, I think we can rule out _anything _being 'freaky'." Yang quipped.

"And you live here? With Aunt May?" Peter asked Gwen.

"My dad died and my mom bailed so Peter, you know the _other _Peter, and May took me in." Gwen replied, while touching her hair.

"Yeah, I know what it's like having a mom bail on you like that." Yang frowned, remembering how her mother, Raven Branwen, bailed on her when she was a child.

"Wow. It's just amazing…the differences." Peter remarked.

"I still can't believe you're friends with aliens." Miles said, playing around with the Ivory Wisp on his shoulder.

"_F8FS% DF!" _The Ivory Wisp responded happily, liking Miles too.

"They're called Wisps. Help saved their planet one time." Peter smiled.

"You mean you've been to space? That's so cool." Miles geeked out.

Gwen looks at Kaine leaning on the wall across from her and asks, "You, uh, Kaine, was it? Are you like Peter's twin brother or something?"

"Something like that." Kaine stoically replied, hiding the fact that he's is his clone.

"And Yang, and Knuckles, we fought before, didn't we? Back when I was that 'red monster thing'? I don't remember much after I was separated from that thing." Gwen asked them, vaguely recalling the times when she was Carnage and fought Team Ultimate at the Triskelion.

"Yeah. Sorry if we hurt you too badly and tried to burn you. Most of it was Knuckles' fault." Yang said, jokingly pinning the blame on the echidna.

"Hey! You tried to burn her too!" Knuckles retorted.

"Hey! Wait! Is there…is there a me…a Gwen in your world?" Gwen asked about her counterpart with a smile, wanting to know what she's like on their world.

Knuckles gulps in fear. Blake, Yang, and Ilia have shocked expressions on their faces. And Kaine silently looks away from Gwen since none of them want to tell her that she's dead in their universe. Peter was the only one to have the courage to say anything, rubbing the back of his neck and answers, "Yes." to Gwen.

"Is she cool?" Gwen asked, interested about her counterpart.

"Insanely. But…" Peter replied.

"But?"

"But-but older. You know, uh, my age." Peter lied a little there.

"Okay, well, wow. Can I ask a question without sounding weird? Are you dating her?" Gwen asked him with a smile.

Kaine groans from the wall while Peter nervously answers, "You didn't let me answer if you could ask me something without sounding weird. And it's…boy, uh, it's a whole thing."

"You're dating MJ, aren't you?" Gwen rolled her eyes.

"No, he's dating me." Yang smiled, pointing to herself.

"Oh, really?" Gwen reacted in surprise.

"Is…is there an MJ here?" Peter asked her, wondering if Mary Jane exist in this dimension as well.

Gwen says, "Oh you better believe it. In fact, I called her and-."

"Like, _your _age?" Peter asked.

"Yeah."

"Yikes. Is she a model yet?" Peter wondered.

Gwen tilts her head saying, "A model?"

"In my world…she's kind of…a supermodel." Peter awkwardly answered.

"SUPERMODEL?! Are you kidding me?" Gwen exclaimed in total surprise that the counterpart of her red-haired friend is a supermodel.

"Well, she's an up-and-coming supermodel, but she's been pretty awesome. In the next year or two, she'll be worldwide famous." Yang smiled, describing her MJ in a little more detail.

"A supermodel with red hair and glasses?" Gwen remarked.

"Well, she wears, y'know, contacts." Peter said.

"She gets to be a model? What am I then?" Gwen stared at him, feeling a little jealous.

Peter stays silent for a moment from the increasing awkwardness before answering, "I don't know if we should be talking about _all _of this."

While playing around in the air, a White Wisp noticed May hiding on the staircase and says, _"4DG&$VS3!" _gesturing her to meet with the others. Reluctant at first, May found the courage to walk into the attic to face Peter and his interdimensional group of friends.

Peter stares at his aunt in this world and carefully asks, "Hey…Are you…are you okay?"

May remains quiet. Still unsure if this is the Peter that she knows. Gwen stands up and ecstatically tells her, "May May May, there are OTHER WORLDS! Whole other worlds and dimensions! There's a whole other me and you! And Peter's TOTALLY alive. This is really him."

"We-we don't know." May responded.

"Oh, it's him. Remember? Peter told us he met with other spider-people. This is one of them." Gwen replied, referencing the events of Shattered Dimensions.

"We don't know." May remarks, hesitant to believe any of that.

"It's him." Miles said with his Ivory Wisp.

May looks at Peter and asks, "And you…you live here now?"

"No. No, I—we have to get back to where we come from. We're here by accident." Peter answered.

May kneels in front of him remarking, "I don't think I understand."

"We were fighting these-these jerks called Adam Taurus and MODOK." Peter replied.

"Never heard of them." Gwen said.

Blake speaks up and explains, "A bunch of bad guys from our world. MODOK is the leader of A.I.M. and Adam is the leader of the White Fang. He and I have…history." She said, looking a little ashamed of that little tidbit.

"And they broke the…wall between here and where we come from." Peter explained in words they could understand that won't confuse them even more.

"I wonder if there's a me where you come from." Miles wondered.

"We have a friend named 'Miles', but he's a fox and we just call him Tails." Knuckles answered.

Peter remarks to Miles, "There's _maybe _a version of you in our world. I don't know. And I am, all of you, I am SO SORRY I just showed up here like this. If I gave it two seconds thought, I never would have. I just needed to…to see. You know?"

"Do you have a 'me' where you come from?" May asked him.

"I do. And you raised me. You and Uncle Ben." Peter answered.

May gasps after hearing the name of her deceased husband and asks, "Is he alive too?"

Peter somberly responds and answers, "No. No. Sorry. But-but he's the reason I even DO this. When I first got my powers I could have saved him and I-I didn't. Now I do what I do the way I know HE would have done if he were in my shoes. With great power…"

"Comes great responsibility." May finished softly.

"Yeah." Peter smiled.

Tears start pouring from May's eyes as she stares at the image of her nephew and says, "Oh my god, it IS you. Look at you." She hugs him strong and tight as the tears stream down her face and fully accepts the fact that he is indeed Peter, albeit from a parallel dimension.

Their friends smile at the sight of nephew and aunt embracing each other. Kaine is still leaning on the wall with his arms crossed, staring at them with a jealous scoff. "We lost you." May says emotionally. "We lost you and we didn't get to say good-bye. And now you're all grown up."

"I'm so sorry." Peter apologized.

"But you're here. You're okay." May said while letting go of Peter.

"Wait, did-did Peter—did he tell you he was Spider-Man before he died?" Peter asked her.

"Yes." May answered.

"Yeah. We knew for a while." Gwen remarked.

"Did the _world _know?" Peter asked.

"No. No, everyone found out about you after—you know…Just us. And MJ and Norman Osborn." Gwen answered.

Just hearing Osborn's name brought up instantly lit a raging fire in the hearts of Team Amazing, since it was the Green Goblin that killed Peter in this universe. "Osborn." Peter snarled.

"And Kitty Pryde." Gwen continued.

"Kitty Pyrde?" Peter questioned.

"Oh, you and Kitty were a whole thing."

"We were also dating in this universe?"

"Oh yeah."

"What is it with you dating cat people or people named after cats? Do you have a cat fetish?" Yang joked to her boyfriend.

"If I did, I would be dating Blake." Peter quipped.

"I don't want to be stuck in the norm." Blake jokingly remarked.

"But you're dating Kaine. Your argument is invalid." Yang quipped, teasing her partner for dating the clone of Peter Parker.

"Long, I thought I told you I'm not discussing my personal life with you." Kaine retorted.

"No, no. I still have a million MORE questions to ask." Yang joked.

"Oh, you think YOU do, how about us? May, Peter said MJ turns into a SUPERMODEL!" Gwen gleefully told her.

"Explain THAT one to me!" May remarked while the White Wisp floats beside her.

"Gwen…" Peter said.

"And weren't you and Knuckles on that Pain Factor show a while back?" Gwen asked Yang and Knuckles.

"We don't want to talk about it!" Knuckles retorted.

Ilia chuckles, "I dunno. I want to hear about it."

"Well I ain't telling you squat!" Knuckles retorted.

While the rest of the group are having their funny little conversation, Miles looks out the window and spots a SHIELD car parking outside the house. "Um…I think we have to go now." Miles puts on his mask as it's time for them to get to work.

The Wisps return to Peter's Web Wispons as the whole group walks down the stairs and May opens the door for Nick Fury and his SHIELD agents to take Team Amazing to the Triskelion. "It's time to go now." Fury told the young heroes.

"Guess so." Peter said, holding onto his mask. Before he leaves, he shares one last goodbye with the Aunt May of this universe. "I changed my mind. Now I'm really glad we did this." Peter smiled before embracing her one final time. He then turns to Gwen and says, "I like this thing with you here like this. Take care of her."

"Done." Gwen playfully punches his strong elbow before the two friends embrace each other with a hug of their own.

May looks at the rest of Team Amazing with a warm smile and tells them, "I'm glad to have met you all. Take care of Peter for me."

"If he's not too shy to give me a ring." Yang quipped.

"You're planning to marry her?!" Gwen reacted in surprise.

"No, no, no, no, no, no! I am NOT ready for that right now!" A flustered Peter responds, flailing his hands nervously

May chuckles at her nephew's flustered state, "When you are, just know you have my blessing."

"Look what you did." An annoyed Peter glares at his girlfriend.

"You're so cute when you're flustered." Yang quips with a sly teasing smile.

"It was a pleasure meeting you, Mrs. Parker. Sorry that our former group is trying to take over your world." Ilia apologized, shaking hands with Mrs. Parker as Blake and Knuckles does the same next.

"I'm confident you'll stop them. You're hanging out with three Spider-Men after all." May smiled.

"Speaking of which…" Blake looks at Scarlet Spider about to walk out the door, "Kaine, you're not gonna say goodbye?"

"I rather not. It's better this way." Kaine stoically responded, feeling that he doesn't want to torture the Parker family anymore with his presence.

Before Kaine could walk out the door, he was stopped when May caught his hand and gently asks, "You sure?"

"I'm not a good man. Made mistakes I still regret." Kaine replied, comparing himself to a monster. May doesn't believe that and tries to take off his mask, but Kaine stops her and softly says, "Don't. You won't like what you see."

"Oh, don't be silly." May takes off his mask anyways and stares at a clean shave-haired version of her own nephew who looks ashamed of his own existence. But surprisingly, she smiles at Kaine and says, "All I see is a good man. Take care of yourself."

Kaine shows a genuine smile for once and replies, "Yeah." and embraces with Aunt May for a quick moment, something that Blake smiles at him for and is proud for him for embracing his ant essentially.

As the SHIELD agents are escorting Team Amazing to the car, Fury looks at Miles and tells him, "Okay, kid, you need to web along and get back to school."

"Me?" Miles remarked.

"You're the only kid here." Fury stated.

"Oh, uh, I'd like to…I'd like to stick around awhile." Miles said, insisting to hang out with his new friends and help them from the upcoming battle.

Fury thinks he's too young and inexperienced for a potential interdimensional war and argues, "Kid, this is getting more complicated by the-."

"I'd like him to stick around too if that's okay." Peter gave out his genuine opinion, wanting Miles to stay with the group.

Fury sighs and reluctantly allows Miles to come, "Get in the van." shocking the happy little guy.

Kaine puts on back his mask and heads for the SHIELD car, but before he enters, he spots a someone from across the street. "Parker." Scarlet stoically calls out to his bro, while staring at this certain person.

Peter looks in the same direction as Kaine, looking through the crowd to shockingly sees the young Mary Jane, who came to see the other version of her deceased ex-boyfriend. Peter tries to reach out for her but she runs off somewhere.

"Wasn't that…MJ?" Knuckles asked, having barely recognized her with her new emo clothing.

"Out of all of us, she took Peter's death the hardest." Gwen somberly explained why MJ ran off like that.

"I see…" Yang somberly remarks, staring at the ground with a depressed expression.

Fury is already inside the van and tells Peter, "It's time to go home."

Peter stares at the direction MJ ran off in but doesn't give chase. He silently clenches his fist before entering the van with the others. "Hey, do they have a Nick Fury where you come from?" Miles asked his new friends.

"Oh yes." Peter answered.

"Yeah? What's he like?" Fury asked, looking interested.

"He's white." Yang joked.

"Sorry to hear that." Fury quipped.

"She's lying. He's black." Peter said correctly.

"Ah. That's good." Fury quipped with a smile.

The SHIELD van turns into a hi-tech hovercraft and begins to fly away from Queens. Aunt May and Gwen stand behind, staring at the vehicle flying away with Peter. "I made the right choices." May smiled.

"What?" Gwen remarks as she didn't hear her correctly.

May shakes her head while still smiling, "No. Nothing. I just…I'm so…"

"Well, I'm writing a book." Gwen smiled.

Before the van leaves, May waves goodbye to her nephew, who happily does the same waving back. Peter smiles, as he and his friends are glad to have spent some time hanging out with her and Gwen and are feeling really good about themselves, including Kaine. Unfortunately, the only one feeling down is Mary Jane, who ran off somewhere to cry to herself as she's too sad to see a version of Peter alive.

* * *

**Triskelion**

A maskless Spider-Woman helps place the rescued Wisps inside deployment pods for their own safety until they are ready to be sent back to their dimension. After she was done with that job, she walks through the hallway and was shocked to see a maskless Peter Parker approaching her alongside the rest of Team Amazing, Nick Fury, and Miles Morales.

"Fury, is he…?" Jessica asked the director if that Peter really is Peter.

"It's him." Fury answered. "Peter Parker meet Jessica Drew, also known as Spider-Woman." He introduced the two spiders to each other.

"It really is you…" Jessica remarks, almost at a loss for words seemingly reunited with a revived Peter Parker.

"Hi." Peter casually greeted her with a smile. Jessica is so overwhelmed with emotions that she hugs him, which surprises and confuses Peter. "Okay. This feels very weird." He joked.

"Should be. She's your clone, just like me." Kaine tells him that Jessica Drew in this universe is his clone.

"You're a clone?!" Miles reacted in surprise.

"She's my clone?!" Peter also reacted in shock.

Jessica lets go of the awkward hug with a smile and says, "Yeah. It's a long story. Sorry about the awkward hug. Glad to see you're okay."

"Thanks. I look cute as a girl. Why can't I have you and not grumpy ol' Kaine?" Peter joked.

"I WILL hurt you." Kaine retorted.

Jessica joins the group to meet up with Tony Stark in his lab as he's still trying to figure out interdimensional travel. "Tony Stark, Peter Parker." Fury introduced the two super-geniuses to each other.

"Whoa." Miles said in awe while marveling at all the advanced tech inside this place.

"Hey, Tony." Peter casually greeted the Ultimate.

"You know me?" Tony asked before taking a sip from his cup of alcohol.

"I know A you." Peter quipped.

"Yeah?" Stark responded.

"Yeah, but, uh, MY you stopped drinking a while back." Peter lightly mocks him.

"I like yours more already." Fury quipped.

"I _would _stop drinking if you'd stop dropping impossible equations of interdimensional travel onto my lap." Stark snarkly remarks to the director. "If I could find this Adam Taurus and MODOK I could, maybe, find a way to put this all together… I don't even know where the break point for the dimensional loop started because I don't know where those two are starting it FROM. It could be anywhere! I can't start the equation to get them home because I don't where the equation begins."

"Let me take a look." Peter grabs Stark's holographic tablet and looks at the equations to help him solve interdimensional travel.

"You some kind of scientist?" Stark asked him.

"Some kind."

"Any good?"

"YOU hired me. Well, see here? You're looking at it like a curve…it's actually more like this."

While the two scientists are talking science stuff to each other, Miles asks the others, "So what will we do once we find a way back to that other dimension?"

"Even if we do open a portal back to their universe, we still have a fight in our hands." Spider-Woman replied with a serious expression.

"That's right. Adam and MODOK are probably almost done preparing for a full-scale war onto this dimension. We can't let that happen." Blake remarked.

Knuckles cracks his namesakes with a scowl and says, "That's fine by me. They want a war, we'll give 'em a war." He said, looking forward to crack some skulls when they confront A.I.M. and the White Fang, whether in this dimension or their dimension.

* * *

**A.I.M. Advanced Carrier **

**BGM-Breath of Fire III OST-Dragon Slayer**

Unaware to the heroes, their enemies have already infiltrated this dimension thanks to a rebuilt Super Collider. They're flying through the sky hiding from SHIELD radar with the impressive stealth tech of A.I.M.'s very own Helicarrier-type ship. Inside the command deck, AIM and White Fang members alike are controlling the ship as both forces are preparing to launch a full-scale attack on New York City pretty soon.

"I told you it wouldn't take me long repairing the collider." MODOK descends from the air to meet with Adam Taurus in the command deck.

"Maybe so, but now I suspect the heroes are aware of my plans and are taking action." Adam replied.

"OUR plan." MODOK menacingly corrected his arrogant partner. "It doesn't matter if they know. We're already here and are ready to launch our attack on New York City as planned. By the end of the day, everything in that city will be gone for your little 'utopia'."

"Have you procured our 'secret weapon'?" Adam asked.

"It was a hassle, but I'd expect nothing less from that incredible beast. He will prove useful crushing the heroes at their little headquarters." MODOK grinned, referring to their secret weapon as an "incredible beast".

"Full speed ahead to the Triskelion. It is time to show this world the TRUE power of the White Fang!" Adam ordered his henchmen to head for the Triskelion, as it is time to go into war with the military of this world and destroy New York City to build his Faunus empire.

**BGM End**

* * *

**BGM-Ultimate Spider-Man Game OST-Menu Theme**

**KFX Here: We're nearing the end of this little mini-story. Just 3 more chapters to go. Adam and MODOK are finally in the Ultimate Universe and are ready to conquer it, starting by attacking the Triskelion. **

**D.N. Works: Yang is just concerned for Miles since she JUST heard about Ultimate Peter's death and knows being Spider-Man can be a heavy burden. Miles doesn't go to a school where he is trained how to use his powers like her. He's mostly on his own. Yang and the others are also older than Miles and want him to learn from their mistakes when they were young. It's called being an adult.**

**Next time: The attack on the Triskelion!**

**Question of the Chapter: What kind of Semblance would fit best for Miles Morales?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	7. Issue 6: Battle at the Triskelion

**BGM-Spider-Man: Into the Spider-Verse OST-My Name is… Peter B. Parker**

**Amazing Spider-Man: Look out! It's your friendly neighborhood Spider-Man! Just had one weird, but very emotional reunion with the Aunt May and Gwen Stacy of this world. Those two have been through so much since their Peter died. Glad I helped giving them some closure. I then joined Miles and the rest of the gang trying to figure out a way back home, and to stop Adam and MODOK from invading this world and taking it over. Though my spider-sense isn't tingling, I have a feeling something really bad is going to happen. We better hurry.**

**BGM End**

* * *

_Issue 6: Battle at the Triskelion_

**At night…Tony Stark's Lab, Triskelion**

**BGM-Marvel Ultimate Alliance 3 OST-Earth's Mightiest Tower**

"These equations are starting to look sense, Parker. We're one step closer sending your folk back to your dimension." Tony Stark complimented Peter's intelligence.

The science bros have been hard at work in the lab figuring out a method of interdimensional travel that'll send Team Amazing back to their original universe. Tony has his attention studying the equations on numerous holographic screens surrounding him in midair. Meanwhile, Peter is working on a computer studying the data Spider-Woman stolen from the A.I.M. base to find a way to stop Adam and MODOK's plans for Earth-1610.

Peter remarks, "We still need to construct a machine stable enough to send us back and soon. If I had brought my Dimensional Travel Watch or some ISO-8 we would've been home a long time ago. Maybe we can ask the Wisps to help us. Something like the Void Wisp can bend space and time."

Tony swipes a holo-screen aside in favor for one depicting the Wisps, "I've been analyzing the Wisps we've rescued and their 'Hyper-go-on' energy you call it. I never seen anything like these little guys. The power they're packing is potentially limitless. There's no telling what that stuff can do."

"You're right to think that. Enough of that energy can create whole planets." Peter remarked, referencing how the Mother Wisp created Planet Wisp with her power.

"Seriously?" Stark responded in shock that Hyper-go-on energy is capable of creating planets.

"Tiny planets, but planets nonetheless." Peter specified. "Another reason we need to hurry and stop AIM and the White Fang from abusing that power, or else they might accidently create a black hole that could destroy the world."

Once again, Tony switches a holo-screen to one that talks about united villains' dangerous Wisp-based weapons, "Their Wisp Armor are definitely using the Iron Man technology from your dimension, which is bad. And this 'Nega-Hyper Bomb' is worst, designed to wipe out an entire city when fully charged. And looking deeper into the data, AIM has also been constructing another super weapon. A 'giant robot' powered by Hyper-go-on energy and seemingly invincible. I'll see if I can look for any weaknesses in the design, just in case."

While they've been talking, Peter just finished uploading important data into a USB drive, "Just finished the Goober." He said.

"A what?" Stark raised a confused eyebrow on the term "Goober".

"Y'know, a bypass key, a virus key, a who-cares-key I can never remember, so I always call it a Goober." Peter quipped. "It'll help me destroy the Collider once we get home, and hopefully before Tar-Tar and MODORK invade this world with their weapons of mass destruction." He hoped he'll return to his world soon before endgame arrives in this one.

**BGM End**

* * *

**Triskelion's Training Room**

**BGM-Marvel Ultimate Alliance 3 OST-Attack on Attilan**

Meanwhile in the training room, the rest of Team Amazing are training with Miles and Spider-Woman to prepare for their inevitable battle against AIM and the White Fang. Knuckles, Blake, and Ilia are fighting each other, Spider-Woman and Scarlet Spider are in the middle of an intense spar, and Yang is personally training Miles to become a better fighter.

Blake jumps back from Ilia's swift blade strikes, forcing the chameleon to spin while switching to her electric whip to swing it at her friend several times before slamming it down, but Blake was able to dodge most of her attacks with her Semblance. Then outta nowhere, Knuckles comes down equipped with his Shovel Claw and grabs the whip, furiously throwing Ilia right onto Blake. While they are dazed, Knuckles follows up with a strong punch with his right fist while charging forward, forming a red energy field around him and leaves a red trail. Both Faunus quickly recovered and leaped away from his powerful dash punch in time. Ilia camouflages herself to ambush Knuckles after he was done and kicks him towards Blake. The cat throws the ribbon of her weapon to wrap Knuckles while he's in the air, vaulting him over her head and would've slammed him if the echidna didn't use his incredible strength to break free and land perfectly, facing his Faunus training partners with a grin.

"Gotta say, it's nice working with someone who understands what it's like being a clone." Spider-Woman converses while shooting strong webbing from her fingertips at the other spider-clone.

"I agree. I'm the only clone of Peter Parker still alive in my universe." Scarlet Spider uses his stingers to cut down her webbing before they could touch him while he talks, "It took some time, but I think I've gained my own identity separate from Parker. I think I speak for both of us that we've gained enough memories to call our own and not 'inherited' from someone else." He said, while quickly creating a web-slingshot to rocket himself directly at Jessica.

"Right." Jessica agrees while jumping over his attempted attack. "I'm the badass spider-agent for SHIELD and you're the brooding spider with anger issues." She joked.

"At least my costume's better than yours." Kaine dryly quips while swinging a right hook at Jessica.

"You take that back." Jessica quipped, parrying his punches before delivering a flip-kick that knocks him back a bit.

Meanwhile, Yang takes a swing at Miles with her left hand, but he was successful blocking it with his wrist, pushing her hand away from her. The interplay repeats with her right and his left, only this time Miles uses the momentum to turn and come back at his friend with a roundhouse kick. Yang bends backwards to dodge it, her legs in a lunge. She gives the spider a solid punch, pushing him back a few feet.

"Not done yet." Yang moves forward, doing her own roundhouse kick. Miles joins both hands atop each other to block Yang's landing foot. With a loud cry, he pushes it up and back. Yang regains her footing in a flip while Miles waits for his landing. Using his spider-sense and reflexes, he punches her, then swiftly roundhouse kick her, delivers a backflip kick next, and lastly a double dose of his Venom Blast that knocks her back.

Holding onto her right bicep, Yang slides on the metal floor, her feet flat on the ground until she comes to a stop and grunts, "Okay, ow, that move really does sting. For a newbie, you're pretty good. Dare I say you're _miles _better than my little sis in hand-to-hand." She punned, while also complimenting Miles' improved combat skills.

"I'm mostly self-taught. Studied some of Peter's moves by watching old videos." Miles remarked.

"You got potential." Yang stands upright, no longer nursing her arm. "But you still got a long way to go before you become the 'ultimate' Spider-Man of this universe. I know it's not my place to say that, but maybe I can do something to speed things up a tad."

Yang walks up to Miles and touches the side of his head. The confused spider asks her, "Uhh, what are you doing?"

"Something I learned from school." She quipped. "Close your eyes and concentrate. You're gonna love this." She smiled. Miles complies as Yang closes her own eyes. The huntress is glowing a faint yellow while Miles glowing a bright yellow for some reason. She then places a hand on his chest as she fully activates Miles' own Aura.

"Why am I glowing? Should I be worried?" Miles remarks with a confused expression while staring at his own glowing yellow Aura.

"I unlocked your Aura." Yang replied.

"I have no idea what you're talking about." Miles stated as he stops glowing.

"Just think of it as a power boost. And I could tell you have a lot of untapped potential in that Aura of yours. Enough to help you surpass the original Spider-Man of this universe." Yang smiled, sensing that Miles has a strong Aura.

"Wish Peter had something like this before he died. I just got my powers. Maybe I could've saved him but I was scared. I didn't do a thing. And I'll regret that for the rest of my life." Miles said somberly, looking a little depressed as he blames himself for his Peter's death.

Yang has a concerned expression on her face, kneeling down before Miles and places her hands on his shoulders while acting motherly towards him, "C'mon, don't think like that, Miles. You're 13. I don't blame you for not saving Peter. None of us do. If you jumped in, maybe you wouldn't be here either."

"But when I got the powers of Spider-Man, with them came this…great sense of responsibility, and I don't know if I could do it. What if I don't have it in me to be a hero like Peter?" Miles asked.

"Listen. There's nothing wrong being scared. Fear is okay. It happens to the best of us. Why do you think Peter makes bad jokes all the time?" Yang told the newbie that Peter likes to joke to hide his fears.

"I thought he makes jokes to annoy the bad guys and distract them." Miles remarked.

"That's another reason." Yang replied. "You'll be fine. Your Aura proves you have the strong will of a hero. A great one." She gives him an encouraging pat on the back and stands upright into a basic fighting stance. "C'mon. Let's go another round. Show me more what you can do." She said, wanting to continue Miles' training.

**BGM End**

**BGM-Marvel Ultimate Alliance 3 OST-Code Red**

Before Miles could continue his training, the entire room glows red as the alarms are blaring intensely, halting everyone else's training. "What's going on?" Knuckles asked, stopping his sparring session with Blake and Ilia.

"Code Red. This ain't good." Spider-Woman remarks with a worried expression on her face.

* * *

**Meanwhile in Tony Stark's lab…**

"Fury. Mind telling us what tripped the alarm?" Stark asked Fury on a holo-screen while he's getting his Iron Man armor ready.

'_Someone's attacking the Triskelion with full force. It's AIM and the White Fang.' _Fury showed the geniuses a live footage of several enemy airships launching a full-scale assault on the Triskelion.

"Been wondering when they'd show up. Looks like they're throwing a surprise party. Better suit up before we miss out on the fun." Peter puts on his mask as he stands confidently in his Spider-Armor MK. IV.

Meanwhile, Tony is about almost done assembling his suit onto his body as he contacts his team, "Ultimates…" before his faceplate is attached and his eyes glow with energy, **"Time to ruin their party!"**

* * *

**Outside the Triskelion…**

Chaos is running amok all over this warzone of an island. SHIELD is bringing out everything they got to protect their headquarters from the enemy fleet bombarding them. Airships from both sides go head-to-head destroying the opposition with extreme prejudice. Three AIM dropships arrive on the landing platforms with the middle one opening its hatch to reveal several members of AIM and the White Fang, as well as their leader, Adam Taurus.

"Bring them to their knees!" Adam ordered his forces.

His forces go to war against their SHIELD enemies. The military is holding their own against the terrorists, gunning down a good chunk of them, until AIM and the White Fang whip out their Wispons. One AIM agent fires a bomb from his Bomb Wispon at a crowd of SHIELD soliders. Another agent launches a fireball from his Burst Wispon at the bomb, causing it to explode in a large radius that decimates their enemies. A White Fang goon slams the ground with their Cube Hammer, transforming a dozen SHIELD agents into blocks that immediately gets consumed into a black hole caused by another W.F. goon wielding a Void Wispon.

**BGM End**

**BGM-Marvel Ultimate Alliance 3 OST-Planet in Peril**

With their advanced alien weaponary, AIM and the White Fang blasted their way inside the Triskelion as a united squadron. SHIELD agents are throwing everything they got to keep their enemies at bay until the heroes show up to lend them a hand.

Miles and Blake are rushing through a hallway to join the fight outside when spot a squadron of SHIELD agents are losing a fight with several terrorists and their Wispons dead ahead. "Miles, throw me!" Blake said. Miles leaps into the air and attaches a webline on Blake. The young spider quickly spins in midair and throws the huntress at the squadron of baddies. Blake spins like an aerial cyclone with her blade sticking out towards her enemies, quickly knocking them away with a single strike followed by three blade beams launched from her sword.

"Venom Strike!" Miles flips through the air above more enemies and slams his electrified fists upon them, discharging his Venom Blast knocking out a whole crowd.

"Not bad, kid." Blake smiled, complimenting the young spider.

"Thanks. I've been practicing." Miles remarked.

The duo looks ahead and sees a bunch of criminals get blasted outta another hallway by Iron Man, who is joined by Peter as they meet up with their friends. "Some party, huh guys?" Peter joked to Miles and Blake.

"Not getting invited to a party is one thing, but not getting invited to a party in our own headquarters is just plain rude." Miles quips, while pulling several goons into his swift combos.

Iron Man flies away dodging from the laser barrage while quipping, **"We need to head outside and take out the moron who was dumb enough to attack the Triskelion after hours." **and blasting his enemies off the ground with repulsor blasts.

**BGM End**

**BGM-Marvel Ultimate Alliance 3 OST-Threat from Beyond**

Peter spins a giant ball of webbing while in the air and slams it down, crushing the goons blocking the door so they could run out into the warzone. The group knocks out as many goons they come across until they find the person commanding this attack. While finishing off an AIM solider, Blake hears a wounded scream nearby. She then gives a look of horror when she sees a familiar figure throwing a SHIELD solider.

"No…Adam?" Blake recognized him.

Iron Man and the Spider-Men stand by her side as they confront the High Leader of the White Fang. **"So you're the masked lunatic wanting to conquer our dimension." **Stark insulted the evil Faunus.

Adam grins creepily staring at his enemies and says, "Welcome, heroes. I'm so glad you're here to witness my _ultimate _victory."

"I see you and MODOK repaired your Super Collider." Peter remarked, realizing their collider is repaired.

"And I see two Spider-Men standing before me. But it shouldn't be too hard for me to figure out which one of you is…Peter Parker." Adam said with grin that frightens his enemies as he is now aware of Spider-Man's secret identity.

"Dude, he knows who you are." Miles told Peter while terrified for him.

"And I'm not that impressed. This guy has to CHEAT to another dimension to figure that out. How pathetic." Peter crosses his arms glaring at Adam, as he had suspected Adam learned of his secret identity since everyone else in this dimension knows already. "So you figured out my secret identity. Congrats. But I've handled everything you've thrown at me, Taurus. I can handle this one too." He said confidently.

"Things are different this time, Parker." Adam retorted. "You may have been a thorn in my side since Remnant, but that's about to change. A new era for Faunuskind is about to dawn. Such a pity that none of you will live to see it." He foreboded.

"Do you really plan to destroy this city and conquer this entire dimension?" Blake asked her former partner.

"Let me correct you, Blake. I don't PLAN to do anything. I have already started!" Adam snaps his fingers to signal a dropship to fly down next to him. A W.F. solider throws out a timid scientist onto the ground in front of Adam looking weak and helpless as if he can't even hurt a fly.

"Please…help me…" The mysterious scientist pleads to the heroes to save him.

Stark's eyes widen as he seems to recognize this timid man and looking a little scared, **"Oh no. Is that…?"**

Before Stark could announce the identity of this person, Adam ruthlessly stabs the mystery man in the back, seemingly killing him in front of the shocked heroes. "Why did you kill him?! He was an innocent man!" Peter retorted.

Adam laughs, "Innocent?! You really don't know who this is, do you? He is my secret weapon. And the key to activate his strength is _anger_. Sound familiar to anyone?" He asked with an ominous smile that worries the heroes.

**BGM End**

**BGM-Incredible Hulk: Ultimate Destruction OST-Main Menu Theme**

Suddenly, the dead scientist slowly sits on his knees, somehow brought himself back to life after being stabbed by Adam. But that's because this isn't any ordinary scientist as his muzzle forms a monstrous scowl and his eyes start glowing a menacing red. His body starts growing, causing him to shred off his lab coat and rip apart his blue pants. His skin color changes from normal pale skin to a frightening grey color while his brown hair turns into a messy black color.

Peter's group slowly take a few steps back from the transforming monster as their respective eyes widen with horrified expressions of the beast. "Adam…you did not…" A horrified Blake remarks, seemingly recognizing the beast.

"Is…is that…?" Miles remarked.

"**Banner." **Stark recognized the beast as Bruce Banner, but others recognize him by his other name.

"The HULK?!" Peter exclaimed.

The Ultimate Hulk stands up having completed his transformation, throwing away the leftover pieces of his coat from his shoulder and gives out a furious roar that everyone in the Triskelion could hear, "ROOOOOOOOAAAAR!"

**BGM End**

**BGM-Marvel Ultimate Alliance 3 OST-Losing Control**

Adam stands before his secret weapon, the Hulk, to personally taunt his frightened enemies, "How do you like my newest member to the White Fang?"

"ARE YOU INSANE?! Why did you kidnap the HULK?! And how the heck did he not rip you apart already?!" Peter shouted.

"It's the Hulk of this universe, _completely _under my control." Adam answered.

"**How did you pull that off? Hulk's a mindless monster." **Stark asked.

"It's because he's so mindless is how MODOK is able to use his telepathic abilities to control his mind thanks to his powers being enhanced with the Wisps' energy. Like I said, the Hulk is under my complete control." Adam explains that MODOK is using his enhanced abilities to mind-control the Hulk.

"Free the Hulk from your control, Adam!" Blake demanded.

"I'll free him…once I'm done destroying the city and remaking it into my image. It's going to be _beautiful_, Blake." Adam taunted her with a smile. "I'd love to stay and watch, but the birth of my utopia beckons me. And I want a front row seat for it! Hulk, annihilate them!" Adam retreats from the scene, leaving the destruction of the Triskelion to the Hulk.

**BGM End**

**BGM-Marvel Ultimate Alliance 3 OST-Bring on the Bad Guys**

"Hulk…SMASH!" The mind-controlled Hulk wastes no time dashing forward with great monstrous power, tackling Peter's group with so much force they were sent flying through the air and above the Triskelion while screaming for their lives.

Peter's group crashed onto another section of the island as they grunt through the pain to stand up. **"Thor…urgh…we have a Hulk-size problem at our location. Could use an immediate assist!" **Stark contacts Thor, as the Hulk leaps into the air and landed before the small heroes.

"RAAAAWR!" Hulk was going to smash them with his powerful fists, until Thor showed up out of nowhere and tackled the raging beast across the area with his axe.

Hulk and Thor are trading disastrous blows while the rest of the Ultimates and Team Amazing arrive and meets up with Peter's group. "Lie and tell me that's not the Hulk wanting to kill us!" Kaine said to Peter as he's shocked to see Ultimate Hulk have joined the fight to kill them.

"It's not _our _Hulk. This one looks a little grey to the face." Peter quipped.

"I've heard about grey Hulks and they're just as powerful as a normal Hulk!" Yang remarked.

Thor crashes into a fighter jet before quickly recovering and uses his axe to unleashing a thunderous uppercut on Hulk, crashing him into another fighter jet. Hulk stands up, shaking his head angrily before ruthlessly punching the god away. Then here comes Iron Man flying above him launching an array of missiles to keep the incredible beast at bay.

"**MODOK put Hulk under mind-control! We gonna need to knock him out!" **Iron Man informed his teammates.

"Knock out Hulk? You make it sound so easy." Hawkeye fires two explosive arrows that did nothing but make Hulk angrier.

Knuckles jumps forward and delivers a powerful, spinning hook punch onto Hulk's face that causes him to flinch and remarks, "Doesn't seem that this Hulk is as strong as the one back home. The jolly green I know is a lot more incredible." He said, stating that Ultimate Hulk is nowhere near as powerful as his mainstream counterpart.

"But this one is a cannibal! Don't let him eat you!" Spider-Woman remarks that Ultimate Hulk is also a cannibal.

"Are you kidding?! That's disgusting!" Knuckles retorts, just as he's avoiding Hulk's attempts to grab and eat him.

Hulk is still strong enough to effortlessly pound Knuckles to the ground and is durable enough to withstand Kaine's uppercut and Yang's explosive punch directly to the face easily. He smacks them away with a single slap before he is tackled back a few feet by a recovered Thor. "You DIE!" Hulk claps his hands unleashing a devastating shockwave that knocks back most of his enemies afar.

"Stay still for me, tiny!" Peter webs Hulk's feet to the ground, leaving him immobilized for a moment. A mixed red-and-blue Aura surrounds the webhead as he activates his Hyper-Sense Semblance increasing his speed as he runs towards the Hulk. He shoots two weblines behind him and uses his Gray Color Webbing to create two large iron balls of gray webbing. He quips, "Trying catching this with your teeth!" as he retracts the Iron Web Balls and launches his attack with a great destructive power that knocks Hulk away and pins him to a wall.

"Bugman is annoying!" Hulk snarled.

"I get that a lot!" Peter quipped.

Hulk grabs the iron web balls and throws each of them at the webhead one at a time with ferocious speed. Peter does his best dodging each of them until he was too late and took a demolishing charge from Hulk and was uppercutted away across the area.

Just seconds after Peter was knocked away, Miles flipped onto Hulk's back while his hands are electrified, quipping, "When I say 'Hey', you say 'Arrgh'! Hey!" Miles uses his new Aura to enhance his Venom Blast and electrocute Hulk.

"ARRRGH!" Hulk screamed in pain from the Aura-enhanced Venom Blast.

"HEY!" Miles quipped, doing the attack again.

"ARRRRGH!" Hulk screamed again.

The Venom Blast surprisingly hurt Hulk, dazing him to give everyone a quick breather as Miles jumps off the stunned beast. "What the hell was that?" Kaine asked the kid about his incredible power.

"You talking about the Venom Blast. You can't do that?" Miles mockingly responded.

Kaine scoffs, "I wish."

"That move actually hurt the Hulk. Not too shabby, kid." Knuckles smiled, having underestimated Miles a bit.

Hulk recovered and roars intensely at the heroes, "RAAAAAAAAAAARRRRRRRGH!" before picking up the ground beneath him and ruptures it, sending a wave of violent earth rushing towards his enemies and forcing them to jump away.

"It'll take a lot more than a few stings to put him down." Monica Chang remarks, pelleting the incredible beast with her Dual-Laser Wispons.

Peter drops down next to her having a plan in mind and says, "We need to finish this quick! We can use the Wisps! If we work together with their power, it should be enough to put him down!"

"**Fury! Deploy some Wisps to our location pronto!" **Iron Man contacts the director to drop off some Wisps.

'_Already on it, shellhead!' _Fury replied.

A SHIELD jet flies above the battlezone and quickly drops off several Wisp Capsules for the heroes to use to receive some useful power-ups. In Iron Man's case, he absorbs a Laser Wisp, transforming his armor that represents the Cyan Wisp and its glowing neon color. **"Ooooh. Tony likey!" **Tony joked. He tests out his enhanced powers by firing a much stronger repulsor blast that actually knocks the Hulk across the area.

Ilia uses a Lightning Wisp to enhance her whip with more powerful electrified strikes at Hulk, staggering the raging monster. Hulk rips a large section of the ground and hurls it at Ilia, forcing her to retreat as Hawkeye fires a Rhythm Wisp-enhanced arrow on the ground next to Hulk that emits an ear-screeching sonicwave that devastates the Hulk's ears, causing them to actually bleed. As Hulk screams in pain, he manages to crush the annoying arrow, giving him a moment to clean his ears. That was a mistake, as a second later Hulk was swiftly attacked by sword slashes enhanced with a Spike Wisp. They were coming from Blake, who also used a Jade Wisp to turn herself invisible and phase through Hulk for more sharply swift slashes that leaves cuts on his extremely durable skin.

Blake uncloaks herself just as she bounces off Hulk's face and lands next to a smiling Ilia. "Isn't being invisible fun?" Ilia quipped.

"Still wish I could it naturally like you, Kaine, and Miles." Blake remarked.

The hits keep on coming for poor Hulk. While recovering from that previous assault, Hulk is quickly assaulted by attacks from the Web Warriors. Black Widow distracts Hulk with a laser barrage while the other spiders do what they do best: webbing and talking.

"Hey Hulk, over here!" Miles quips, swinging around Hulk alongside Spider-Woman while they wrap him with thick webbing.

"No, over here!" Peter quips, swinging the opposite direction around Hulk alongside Scarlet Spider while they wrap him with more thick webbing.

"YOU'RE MAKING HULK ANGRY!" Hulk roared, as the webbing as left the big guy almost completely immobilized.

"Maybe this'll calm you down." Miles briefly electrocutes Hulk with another Venom Blast to the neck, stunning him long enough as Knuckles and Yang work together delivering a full-power punch to crack his face and knock him flying briefly to get Unibeamed by the enhanced Iron Man.

Hulk's rage is reaching a boiling point. His strength increases to extreme levels that helps him burst the webbing off his body, channeling his anger into a ferocious roar. "SMASH YOU! SMASH YOU ALL!" Hulk jumps up and clutches onto an unsuspecting SHIELD jet from the air and brings it crashing into the arena, unleashing a powerful explosion that killed the pilot and knocks away the heroes.

Miles grunts in pain after narrowly escaping the large explosion, "Can _nothing _stop this guy?"

"**Thor, that's your que." **Iron Man said.

Hulk looks to the darkening sky as the clouds form into a cracking thunderstorm around Thor. A Lightning Wisp enters the god's body, causing his eyes to glow with divine electricity mixed with alien power as his axe glows with an otherworldly blue flame that crackles with electricity. "This is the end for you, beast! HAVE AT THEE!" Thor flies down straight towards Hulk to bring him the full power of his lightning and the unfathomable might of Mjolnir.

Just as Thor is about to slam his axe down, Hulk roars, "RAAAAAAAAAAAAGH!" and throws a strong punch that clashes with his axe. Their epic clash caused a crack in the sky that calls down a blast of lightning at the two that devastates the surrounding area. The other heroes braced themselves from the bright light and the intense wind trying to blow them off the island.

**BGM End**

In a span of a few seconds, the light vanished and in its wake is a humongous crater where Hulk and Thor were standing. The other heroes rushed to edges of the crater to see who won between the world's strongest. And from what it looks like, it was Thor that emerged victorious, with Hulk laying in the crater unconscious as his body slowly transforms back into Bruce Banner.

"What was that about 'Hulk Smash!' again?" Yang quipped in their victory.

"Hulk once again proven he was a formidable opponent. It took all of our strength together to win us this day." Thor says, regrouping with his friends while SHIELD agents arrest the unconscious Banner.

"Does this mean we've won and we can go home?" Miles asked.

"Not until we take down Adam and MODOK." Peter remarks before pondering their next move. "Adam left before the fight began and I didn't see MODOK anywhere. Where could he be?"

Suddenly, Iron Man receives an emergency alert through his armor, which seems to be related to what they're discussing, **"Uh, guys, I've got some good news and some really, really bad news. The good news is I know where MODOK is now."**

"And the bad news?" Peter asked.

Iron Man projects a holographic screen from his armor to show everyone live footage of AIM and White Fang forces attacking New York City. But what really got their shocked attention is that of a giant robot that has the giant holographic head of one grinning MODOK leading his army to destroy the city.

"Is that a…Giant MODOK wearing a giant Sentinel robot like a pair of pants?" Blake remarked with a stunned expression on her face.

"That must be the giant robot using the Wisps' energy we found in the stolen data. The attack on the Triskelion was a distraction while the main party started in the city." Peter deduced Adam's plan.

"They sent the HULK as a distraction. How're we gonna deal with THAT?" Spider-Woman points back to the footage of the giant MODOK.

"**I'm sure we'll think of something once we fight it." **Iron Man quipped.** "C'mon! Let's head to the city and fix this!" **The armored hero flies into the air as the rest of the united heroes follow him at top speed and head for the city to stop MODOK from destroying it.

* * *

**BGM-Ultimate Spider-Man Game OST-Menu Theme**

**KFX Here: Thought I bring in Ultimate Hulk into the story since we don't get a lot of "Heroes versus the Hulk" battles in this series. Miles has his Aura unlocked but I currently have no plans to give him a Semblance, not yet at least. But we're nearing the end. It's time for the penultimate chapter to this story with a final battle against MODOK! **

**Tristan Waits: Miles' invisibility is part of his natural moveset. A Semblance is an extra superpower granted from an Aura.**

**D.N. Works: Peter was moreso bummed about Aunt May's fate when he heard about his own death, which is why he cried at the end of Issue 4. He explained himself that he wasn't expecting Aunt May and Gwen to still be alive in the Ultimate Universe as he presumed they died during Ultimate Peter's final battle against the Green Goblin. Heck, he wasn't expecting to see Gwen alive at all in this universe.**

**Next time: Battle against the M.O.D.O.K. Sentinel!**

**Question of the Chapter: What is your favorite Wisp power?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	8. Issue 7: The MODOK Invasion

**BGM-Spider-Man: Into the Spider-Verse OST-Miles Morales Returns**

**Miles Morales: My name is Miles Morales. Or you can also call me Spider-Man. A.I.M. and the White Fang started their little invasion by attacking the Triskelion. We did the best we could to hold them off, but just when we had things under control, that Taurus guy sic a mind-controlled Hulk at us! If it weren't for the Wisps, we probably would've been dead. Whaddya mean it's not over? There's a giant M.O.D.O.K. attacking the city? I assume that's not something you see every day!**

**BGM End**

* * *

_Issue 7: The M.O.D.O.K. Invasion_

**Manhattan, New York City (Ultimate Universe)**

**BGM-Transformers Devastation OST-Main Theme**

No matter the dimension, New York City is always a magnet for being the central battlefield that decides the fate of the world. This time, it's being hit by an interdimensional invasion from the Amazing Universe led by the forces of A.I.M. and the White Fang. Their attack is relentless. The whole city is caught ablaze. An army of AIM Wispbots are kicking away cars on the streets to pave way for their group of beekeeper scientists to go to town blasting everything in their way with their high-tech weaponary. The White Fang are slaughtering humans one by one with their alien Wispons to prove their dominance over the inferior race.

S.H.I.E.L.D. is already on the scene unleashing their full arsenal against the invaders. From soliders, to fighter jets, to even sending out several Helicarriers to dispose of their enemies. But even their most powerful weapons are utterly useless against the colossal Sentinel powered by countless Nega-Wisps that has the gigantic 3D holographic head of M.O.D.O.K. Three Helicarriers couldn't get close enough to the big dude without getting obliterated into nothing by his powerful hand lasers.

A civilian helicopter accidently got damaged during this chaos and is quickly losing altitude. The pilot lost control of his aircraft and would've met an untimely end, if a certain black-and-red costumed hero wasn't swinging by and didn't fire out a large web net catching the helicopter.

"Spider-Man?" The pilot remarks after being saved by Miles Morales.

"That's me." Miles quipped while swinging.

Seconds later, the pilot then saw Peter Parker's Spider-Man swinging pass him and left the guy shocked remarking, "And…Spider-Man?"

"That's me." Peter quipped.

The Spider-Men are quickly joined by Scarlet Spider and Spider-Woman swinging with them as a group, followed by Iron Man and Thor flying behind them. The rest of the Ultimates, Hawkeye and Black Widow, and the rest of Team Amazing, Knuckles, Blake, Yang, and Ilia, are running at their top speed on the ground to catch up with their friends as they get closer to the source of this chaos.

The Web Warriors flip from their webs and lands on the streets before the rest of their united gang to take a moment and be horrified of the chaos that has consumed the city. "Is the city about to be destroyed standard Spider-Man stakes?" Miles jokingly asked the experienced webhead.

"You guessed it." Peter quipped.

"This is my fault…" Blake said gloomily, blaming herself for this dimension being attacked because of her relationship with Adam and the White Fang.

"Don't blame yourself, Blake. We'll fix this." Yang assured her partner.

Knuckles smashes his fists together and cracks them eagerly while saying, "On the plus side, I think we finally get to bust some heads…"

"**SHIELD is helping with civilian evacuation and our mission is clear: save the city and stop Taurus and MODOK." **Iron Man stated.

The united heroes spot the M.O.D.O.K. Sentinel firing its lasers destroying a city block, which is a good indication of their chances to defeat him. "Cripes! We barely beat the Hulk. How the heck're we supposed to stop MODOK when he's the size of freakin' Galactus?" An annoyed Scarlet Spider asked.

"**Conventional weaponry's not gonna cut it. We're gonna need more firepower." **Stark said.

"Like the Wisps?" Kaine remarked.

"Lots of Wisps." Blake supported his idea.

Peter quips, "And luck. Lots of luck. Seriously. Like truckloads of it. A truck of luck." He puts Blake and Kaine in a cheerful huddle, quickly annoying the latter as he painfully elbows him away while Blake giggles with a grin.

**BGM End**

**BGM-Sonic the Hedgehog (2006) OST-Crisis City**

Peter rubs his pained chest before standing next to Miles in front of the united heroes. Everyone takes their own badass pose before rushing headfirst into the chaos in the direction towards M.O.D.O.K. Sentinel and his army.

A squadron of the united villainous army launch an assault at the heroes the second they saw them coming. Iron Man flies and quickly dodges their relentless attacks as he launches his own assault in the form of a missile barrage, unleashing explosions that knocks out a chunk of the mooks. At the same time, freeing the Wisps that were trapped in their Wispons and other tech they had equipped. **"Liberate as many Wisps as we approach MODOK! It's time to fight fire with fire!" **Iron Man advised his allies.

"Considering the whole city's on fire, we're on the losing end, so hurry up." Peter quips, using a blurry swing-kick that knocks away several goons before slamming his web hammer on several more. "Thankfully, I have enough Wisps living in my Web Wispons. It's getting cramped in there." He joked.

"So go on ahead to MODOK. We'll catch up." Yang quipped, swinging a hard right hook on an AIM solider.

"I would do that but someone needs to stick around and speed things up, and I don't feel like dying right now." Peter quips back, using his webbing to yank several Wispons away from mooks before knocking them out.

Meanwhile, Knuckles easily smashed through an AIM Drillbot with his Shovel Claw and liberated the Yellow Drill Wisp it was controlling. "Got myself a Yellow Wisp. What did you get, kid?" Knuckles looked at Miles next to him.

Miles just fought some W.F. baddies and freed a Lightning Wisp and a Ghost Wisp from their Wispons. "Got the electric one and the ghost one. These should boost my powers handily." Miles remarked.

Spider-Woman webbed up a W.F. mook and roundhouse them into unconsciousness, liberating the Asteroid Wisp. "Liberated the Indigo Wisp. How 'bout you, Scarlet?" She turned to Scarlet Spider and his Wisp.

"Ugh…" Kaine groans, sounding annoyed that he rescued a Frenzy Wisp. "I got the Frenzy Wisp." He replied to the other clone.

"What's wrong with that one? It looks powerful." Jessica asked.

"Powerful, yes, but it turns someone into a berserker monster. I already spent time as a monster. Not happening again." Kaine explained his reasoning why he's not a big fan of the Frenzy Wisp.

Yang suddenly shows up beside Kaine with a Spikes Wisp and a Burst Wisp she just saved and cheerfully asks him, "Ooh. I'll trade ya Frenzy for Spike!"

"Whatever. You're always on a frenzy." Kaine dryly insults her, trading the Frenzy Wisp for the Spikes Wisp.

"What a nice compliment." Yang quipped.

Ilia and Thor worked together easily dispatching an entire squadron and liberating them of their Wisps. "I have a Lightning Wisp!" Ilia announced, holding an adorable Ivory Wisp in her hands.

"As have I!" Thor smiles while also holding up an Ivory Wisp in his hand.

Blake knocks out an AIM solider and immediately frees the Void Wisp from his Wispon, "Got a Void Wisp. Might come in handy."

At the same time, Hawkeye's arrows defeated some goons and rescued one of the Crimson Eagle Wisps in their possession. "Got a crimson bird-looking alien. Doesn't look like a hawk but it'll do." He joked.

The archer then turns around and was a little shocked to see Black Widow equipped with two Laser Wispons, a rocket launcher using the Rocket Wisp's power, and a sash that's stockpiled with small black bombs powered by Black Bomb Wisps. "Someone's overcompensating." Hawkeye joked.

"This is war, Barton. Nothing wrong being a little prepared." Chang responded.

And it didn't take long for Iron Man to trash some goons and rescue a Laser and Rocket Wisp by his side to help him in the coming battle. **"Looks like we're prepared to take on MODOK. It looks like they haven't attacked any other areas yet, but it's only a matter of time before the fire spreads! Let's move out!" **Iron Man boosts through the air, as the heroes head towards MODOK with Wisps that'll help them take him down.

Nearby, a large crowd of civilians in Midtown are running for their lives away from the laughing M.O.D.O.K. Sentinel destroying everything in its path. "Ever wonder why supervillains always end up with a giant robot?" Peter quips while swinging towards the robot.

"No, but it's always a good sign when you're going in the _opposite _direction of a screaming crowd." Miles quipped.

**BGM End**

**BGM-Teenage Mutant Ninja Turtles: Mutants in Manhattan OST-Mega Krang**

M.O.D.O.K. notices the heroes coming and fires a large warning shot at them, forcing them to dodge it and land on top of a rooftop, the perfect place to confront the humongous, menacing and laughing M.O.D.O.K. Sentinel right there in front of them. **"MWAHAHAHAHA!" **MODOK laughed.** "PUNY INSECTS! YOU WILL FACE YOUR END AT THE HANDS OF MEGA M.O.D.O.K.!" **He introduced himself to the united heroes as Mega M.O.D.O.K.

"He, uh, he sure looks a lot bigger from up close." Miles nervously said, timidly staring at the robot that towers over them all.

"Well, we have Wisps, and there's 12 of us, so that balances things out." Peter quipped.

"Parker, have you seen the size of his hands? He could take down entire _buildings _with those!" Kaine remarked.

Mega M.O.D.O.K. reels back his right fist and launches a powerful punch at the heroes, frantically forcing them to jump away to safety as he destroys the building they were standing on. Spider-Woman lands on another rooftop nearby and remarks to the other spiders, "Less talkin' more fightin'!" before swinging towards MODOK.

Team Amazing and the Ultimates absorb their respective Wisps to power themselves up and launches an all-out attack on the gigantic metal monstrosity, which seem to be having an effect on him. Though none of their attacks causes him to flinch, he is being damaged as long as they keep up this assault.

"**Give it up, MODOK! You can't win! Should've stayed in your own dimension where I'm sure my handsome counterpart could've beaten you on a Sunday." **Iron Man joked, while flying around MODOK and uses Rocket Wisp-enhanced missiles to do some damage on the body.

"**SUCH ARROGANCE! JUST LIKE YOUR COUNTERPART! I WANTED TO USE THIS MECH AGAINST HIM AND THE OTHER AVENGERS, BUT I MIGHT AS WELL TEST IT ON THIS INFERIOR DIMENSION BY DESTROYING YOU ULTIMATES!" **MODOK brutally swats Iron Man like an annoying fly.

"Where's Giant-Man when you need him to fight a giant robot?" Peter quipped.

"**He's dead." **Iron Man casually remarks to the webhead.

"Captain America for moral support?" Peter quipped.

"**Retired." **Stark responds with the same casual tone.

"Shucks. In that case, Spideys, tie him up and slow him down! We can't let him use this thing to fry the city!" Peter commanded his fellow spiders.

"This better work, big bro!" Spider-Woman follows the other spiders using their webbing to tie up the giant robot, from his legs to his arms, immobilizing MODOK for their friends to really bring the hurt to his robot body.

"**YOU CANNOT STOP ME WITH PITIFUL TRICKS!" **MODOK uses Lightning Wisps to electrocute his entire body, ripping off the webbing. His big bot then unveil its rocket launchers powered by Rocket Wisps and unleashes a plethora of energy rockets that homes in on the heroes.

Peter jumps away from a rocket and shouts, "INCOMING!" to warn the others. Everyone from Miles to Ilia dodge their rockets to the best of their abilities. MODOK laughs evilly as his mech unveils several body blasters that fires relentless plasma beams based on the Lightning and Laser Wisps at the dodging heroes.

"**ALL THIS POWER! WITH BOTH THE WISPS AND THE SUPER COLLIDER UNDER MY CONTROL, EVERY DIMENSION WILL FALL BEFORE MODOK!" **MODOK cackled insanely, as he plans to conquer the multiverse with this mech once he's done destroying this dimension.

"It is time we go on the offensive! HAVE AT THEE!" Thor flies towards MODOK, electrifying his axe as he uses it to cleave one of his laser blasters.

Scarlet Spider enhances his stingers with the Spikes Wisp, causing them to glow with pink energy and grow into the shape of twin spiked wrist blades. The roaring spider jumps into the air, swinging away from MODOK's attacks to cleave away more of his weapons. Ilia electrifies her whip with the Lightning Wisp and wraps it around a body cannon, pulling on it and ripping it apart. Yang has her gauntlet powered up with the Burst Wisp as her cybernetic arm is powered up with the Frenzy Wisp, leaping towards the mech and uses the respective color power to violently smash it with flaming berserker punches.

"HAH!" Miles swings around, webbing up every cannon he sees on MODOK. Black Widow does the same, throwing her Black Bomb grenades into their holes so they could blow up from the inside, causing MODOK some considerable pain.

"Hey! I've always wanted one of these!" Peter quipped, while using his amazing strength to rip off one of the upper turrets.

"**YOU THINK YOU'RE PRETTY FUNNY, DON'T YOU?" **MODOK snarled at the annoying webhead.

"I won't lie. I do crack myself up from time to time." Peter quipped.

"**I HONESTLY COULD CARE LESS WHO YOU ARE BEHIND THE MASK OF AN INFERIOR WELP!" **MODOK admitted he doesn't know Spider-Man's secret identity, as he's too egotistical and uninterested in something that trivial. **"YOU WON'T BE LAUGHING WHEN YOU GET SWALLOWED INTO THE ABYSS!" **MODOK raises his arms in the air, flinging Red Burst-influenced fireballs at Spider-Man.

Peter zips away from the raining fireballs just as MODOK prepares another trick. The giant robot tosses a larger fireball which he combines with the Asteroid Wisp. Upon landing, it creates a large black hole that will instantly kill anyone that comes close to it.

"**Belladonna! Let's combine Wisp powers to close that black hole!" **Iron Man told Blake.

"Okay!" Blake responded.

While trying to break free from the powerful grasp of the black hole, Iron Man combines his Cyan Laser-enhanced repulsors with an energy shot fired from Blake that was powered by a Void Wisp at the black hole. With their energy shots combined, the black hole was closed before anyone was sucked in.

"**AAAARRRRGH! YOU ANNOYING LITTLE PESTS MUST RUIN EVERYTHING!" **MODOK growls, annoyed that the black hole didn't kill them.

"**It's what we do." **Stark quipped.

Irritated, MODOK has his mech utilize the Yellow Drill to drill into the terrain, launching rolling boulders influenced by the Quake Wisp at the heroes. Spider-Woman quickly uses the Asteroid Wisp's power to enhance her webbing, launching numerous weblines from her fingertips at several boulders and instantly disintegrating them into a cyclone made of pieces. "Right back at ya!" Jessica combines the pieces into one gigantic ball of webbing, big enough for the Web Warriors to come together and ruthlessly throw it at MODOK, shattering his guard and leaving him quite dazed.

"**His guard is down! Give him everything!" **Iron Man shouted.

The united heroes unleash everything they have while MODOK is temporarily staggered. Thor, Yang, and Scarlet Spider hold nothing back with the heavy attacks on the mech. Blake teleports around the mech with the Void Wisp and slashes at any weakpoint she spots. Same thing with Hawkeye from a distance, firing several Crimson Eagle-based arrows that home in on his weapons and destroys them. Widow fires a powerful rocket from her rocket launcher at the shoulder, weakening it for Knuckles to use his Yellow Drill-enhanced Shovel Claw to spiral through it and further weakening the robot.

After Iron Man unleashes a Laser Unibeam to keep MODOK pinned down for a few more seconds, Miles saw this as an opportunity to use the Jade Wisp to truly turn himself invisible and phases into the mech where everything is just nuts and bolts. "Here's me giving MODOK an electrified stomachache!" Miles quipped. With his Venom Blast enhanced with a Lightning Wisp, Miles goes crazy with electric beams fired from his hands, blowing up everything he sees inside Mega M.O.D.O.K.

MODOK growls in devastating pain from attacks from the outside and the inside and says, **"QUIT IT! MY POWER LEVELS ARE DROPPING…!" **As Miles phases out of the mech, the punishment it's receiving is causing it to accidently free a ton of Nega-Wisps from it's body that were the source of its immense energy.

"The Wisps are being freed!" Miles remarked.

"**We almost got him!" **Iron Man stated.

"Looks like we're the stars of this party!" Peter reels back a long webline attached to a large gray web ball influenced by the Quake Wisp, launching the attack at MODOK's holographic head with great destructive power. With MODOK dazed momentarily, Thor, Knuckles, and Yang decided they'd deliver the final blow. The ultimate powerhouses utilize their respective Wisp powers at once to deliver one, devastating uppercut from his head that completely devastates the villain for good.

**BGM End**

**BGM-Sonic Rush Adventure OST-Big Swell Clear**

The powerhouses bounce off of MODOK to regroup with their friends on a rooftop to hear the AIM leader roar out in pain. His Sentinel body has sustained so much damage that it's about to explode at any moment, causing him to let out a furious, **"NOOOOOOOOOO! YOU INSUFFERABLE, INFERIOR CREATURES! THIS IS NOT THE END! REVENGE WILL BE MINE…SOMEHOW…SOME WAYYYY…" **His mech has reached it's critical point. The entire thing was exploding while MODOK was venting out his anger from being defeated by the heroes from this so-called inferior world. His robot finally explodes with MODOK caught in the middle of the giant explosion, seemingly wiping him out of existence. Mega M.O.D.O.K. is no more, and in its place are the numerous Nega-Wisps freed from his abuse.

**BGM End**

"Well, the big ugly head's gone but these Wisps are still corrupted." Yang remarks, noticing the Nega-Wisps hovering in the air.

**BGM-Sonic Rush Adventure OST-The Power**

Suddenly, the sky itself is corrupted with an intense storm caused by something in the air that's damaging parts of the city. Seconds later, the Nega-Wisps swarm out of the neighborhood and fly somewhere else in the city.

"What the—Where are they going?!" Blake remarked, wondering why the Nega-Wisps just suddenly left.

"Stark, what's going on?!" Chang asked the armored hero for answers on their new disastrous predicament.

Iron Man checks his sensors and informs his pals of the situation, **"I'm getting some disturbing readings here, guys. Someone just activated a Nega-Hyper Bomb!"**

"A what?!" Knuckles exclaimed.

Stark answers, **"Another dangerous weapon of A.I.M.'s we discovered in that stolen data. The Nega-Wisps are reacting to the Bomb somewhere in Brooklyn, and the Hyper-go-on build-up is off the charts. Someone's **_**deliberately**_** trying to activate the kind of energy pulse that could destroy the city!"**

"My family lives in Brooklyn! We can't let that happen!" Miles stated, worried for his family's safety if that bomb explodes and they're one of the first to go.

"We've got to get over there…and fast!" Peter stated, swinging ahead with Miles as the heroes rush to Brooklyn to put an end to this interdimensional invasion once and for all.

**BGM End**

* * *

**BGM-Ultimate Spider-Man Game OST-Menu Theme**

**KFX Here: It's time for endgame! MODOK may be defeated, but there's still one other villain that's going to use the Nega-Hyper Bomb to wipe out New York City. How will Peter, Miles, and friends save the Ultimate Universe? Find out in the finale chapter!**

**D.N. Works: I am not interested in Marvel Zombie-like stories at all. There will be no zombie story ever happening.**

**Next time: Legacy!**

**Question of the Chapter: What Wisp would fit perfectly for each of the main cast in this story (including the main villains)?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	9. Finale: Ultimate Showdown

**BGM-Spider-Man: Into the Spider-Verse OST-My Name is… Peter B. Parker**

**Amazing Spider-Man: Look out! It's your friendly neighborhood Spider-Man! MODOK attacked the city with a giant super robot powered by the Wisps. We managed to beat him, but that didn't solve all our problems! Someone activated a Nega-Hyper Bomb, and if we don't shut it down, New York City will be completely destroyed! There's not much time left before it detonates! We have to hurry to Brooklyn and put a stop this interdimensional invasion once and for all!**

**BGM End**

* * *

_Finale: Ultimate Showdown_

**Brooklyn, New York City (Ultimate Universe)**

Brooklyn wasn't hit by the interdimensional invasion caused by M.O.D.O.K., yet for some strange reason the A.I.M. Advanced Carrier that he used to enter this dimension is hovering ominously over Brooklyn Point, the tallest building in the borough. The Nega-Wisps that were liberated from Mega M.O.D.O.K. went to Brooklyn after reacting to the Nega-Hyper Bomb that had been activated in the city. The aliens swarm around the Advanced Carrier where the bomb is supposedly held, charging up the energy needed to destroy New York City.

Team Amazing, the Ultimates, and Miles Morales arrive on the streets of Brooklyn near Brooklyn Point and stare at the A.I.M. ship above it. "Tony, this is just a guess, but is the bomb somewhere on the A.I.M. ship?" Peter asked the armored genius.

"**Yes! And if the Nega-Hyper Bomb charges up enough energy, the entire city will be wiped off the map." **Stark stated.

"How much time do we have?" Spider-Woman asked.

"**Honestly? I don't know." **Stark answered, unsure how much time they have left before the bomb detonates and destroy the city.

"There's no way we're gonna stand here and do nothing. Not while innocent people are at risk." Blake said, determined to finish the fight she started.

"Blake's right…This mess started in our dimension. We've gotta do something." Yang remarks with a serious expression.

"Yeah, but what if we don't make it in time?" Ilia remarks worriedly.

Miles stands upright in a determined posture and tells his friends, "I made the mistake not doing anything to save Peter Parker. I'm not gonna make the same mistake twice by not doing anything to save the city. I got family and friends that live here. I'm NOT running away! Not this time!"

"Miles' right. We can do this, guys!" Peter told his friends, encouraging everyone this isn't the time to give up.

"**Okay, guys, if we're gonna do this, we need to get top of the building stat!" **Iron Man stated.

"A little penthouse punishment comin' up!" Scarlet Spider unsheathes his stingers, ready for the final brawl.

"I'd say it's more like rooftop rumble." Spider-Woman cracked her knuckles, eager for some amazing action on that AIM ship

**BGM-Spider-Man: Into the Spider-Verse OST-** **Miles Morales Returns**

Miles makes sure his Web-Shooters are working properly as he quips, "Heh! Whatever it's called…Who ever heard of heroes backing out right before the final boss anyway, right?"

"Got that right!" Peter responds with a smile, giving the kid spider an amazing bro-fist.

The united heroes rush as one towards the A.I.M. ship to put an end to this dimensional madness. Iron Man grabs ahold of Black Widow and flies her up through the sky. Thor carefully grips his godly hands on Hawkeye to fly them both towards the ship. Miles fires two weblines and launches himself onto the Brooklyn Point to start running upwards as fast as he could. Yang sticks to Peter's back as he swings themselves up the building. Blake holds onto Kaine while the spider runs up the building for a moment before web-zipping himself forward. Ilia holds onto the swinging Spider-Woman, all while Knuckles relentlessly climbs the tall building with his classic namesakes.

**BGM End**

Eventually, the heroes made it to the A.I.M. Advanced Carrier and landed on the runway in front of the command deck. At the other end of the runway is the control device for the Nega-Hyper Bomb. The bomb resembles a metallic Violet Void Wisp with a creepy face floating above the device and charging up with enough negative Hyper-go-on energy that will destroy the city, but that ain't the worst part. As the heroes run towards the control device, they spot someone interacting with the device. It's Adam Taurus, guarded by his Wisp Armored henchmen like the White Fang enforcers, Yuma and Trifa, and the Albain brothers, Corsac and Fennec.

"Adam?!" Ilia remarks in shock to see its him that activated the bomb.

"Oh man, this has gone from bad to worse." Blake said.

"Girl, you need to work on your pep talks!" Miles quipped, annoying the cat Faunus.

"We'll work on them later. We've got to figure out a way to stop him and deactivate that bomb or the city's toast." Peter stated, leading his allies towards the device to stop Adam.

"That will be far easier said than done, bug. Observe." Without facing his enemies, Adam calmly presses a button that suddenly causes the ship to frantically tilt and take liftoff to the sky, causing the heroes to lose their footing and almost trip.

The Advanced Carrier flies higher and higher above Brooklyn, gaining the altitude it needs for his plan to succeed. The Nega-Hyper Bomb ominously floats away from the ship, surrounding itself in an impenetrable energy shield and the Nega-Wisp swarm to continue charging up in peace.

"Whoa!" Miles shouts, having trouble keeping his balance from the sudden liftoff.

"Hold on!" Peter told him.

**BGM-Teenage Mutant Ninja Turtles: Mutants in Manhattan OST-Shredder**

"MODOK and his robot may have failed, but I assure you, I will not." Adam faced his enemies from the control device. "The Wisps and the Bomb are now under MY control and in mere moments, the energy it is conducting will be unleashed. I will wipe this city off the face of the earth and remake it in my image, then I'll use the Wisps to warn the rest of the world of my power. Very soon, my utopia will finally be realized." He explained his master plan to the heroes with his menacing demeanor.

The united heroes stand up as one, giving the cold-hearted Faunus a fearless glare as everyone points their respective weapons at him. "But first…" Adam unsheathes his blade and says, "We have a score to settle!" He spins his sword and furiously slams it on the ground, unleashing a large energy wave towards them. The heroes quickly dodge his attack and stand back together confronting Adam and his armored White Fang minions to a final showdown.

"This is it, hornhead. This. Ends. Here." Peter declared.

Kaine points his stinger at the bull Faunus and coldly threatens, "By the time we're done with you, you're gonna need that sword to peel your mask off!"

"You wretched insects STILL think you stand a chance!? You are more _foolish_ than even I thought." Taurus insulted.

"Heh, I get that a lot from people actually…Wait, what?" Miles quipped, but accidently insulted himself.

"Just try not to fall off the ship, kid." Spider-Woman remarked.

"Tonight I DINE on spider soup!" Adam threatened. "Attack! But leave Belladonna and Spider-Man to me!" He ordered his armored henchmen.

"Which one?" The Spider-Men quipped in unison to tick him off.

"RRAAAAAGH!" The enraged Adam rushes with his sword in hand and swings it at the Spider-Men and Blake, but the three of them were quick enough to dodge his attack in time and proceed to fight him.

Yuma flies in the air using his Rhythm Wisp Armor to bombard Ilia with powerful sonicwaves from his hands. Ilia flips from his relentless attacks and turns invisible to hide and gives her a moment to counterattack. **"You can't hide from me. I can still hear your beating heart!" **Yuma slams the ground with his fist, unleashing a deadly soundwave that knocks Ilia off her feet and out of her camouflage mode. Before she could get up, Yuma overwhelms the poor chameleon in an ear-bleeding sonic blast that causes her to scream in pain while the sadistic slowly approaches her. **"You will regret betraying the White Fang, Ilia." **Yuma grinned.

Before the assassin could kill Ilia, a black-and-orange Scarlet Spider suddenly stands before him menacingly, saving Ilia whilst taking the full force of his sonic blast without suffering any damage at all, greatly surprising the bat Faunus, **"What the-?! How're you not dead?! A sonic blast that up-close and powerful should explode your head!"**

Yuma doesn't realize Kaine is wearing a stealth suit that can switch colors to cancel sound-based attacks, like his Rhythm Armor. Kaine brutally crushes his gauntlets to prevent him from using anymore sonic attacks and menacingly glares at him saying, "Stealth suit. Blocks sonic attacks. Do the math." before violently using the Mark of Kaine to burn his faceplate and rips it off his pathetic face. The dark spider uses that monstrous spider strength to swing a left hook on his face, knocking out the Faunus' teeth and sending him flying across the arena. Ilia recovered from the earlier sonic attack and quickly wraps her electric whip around Yuma before he was flung too far, electrocuting him while yanking him to a double spin kick from both herself and Kaine that defeats the enforcer for good.

Meanwhile, the Spikes Wisp-armored Trifa is holding her own against the team-up between Knuckles and Black Widow. "You are a worse pretender than Spider-Man. Calling yourself 'Black Widow'." Trifa flips into the air while throwing several energy knives influenced by the Spikes Wisp.

"I am not taking lip from an ignorant, little spider girl." Chang remarks, dodging the knives with Knuckles. Black Widow jumps to the side while firing an energy barrage from her Laser Wispons. Trifa effortlessly dodges her assault with her spider-like reflexes but was still vulnerable getting brutally midair-tackled by Knuckles since she doesn't possess any kind of Spider-Sense. The spider faunus places her hand on the floor and uses her Wisp powers to surge her webbing, and when close enough to her enemies, they spike up as large tendrils.

The duo quickly jumped to the air to avoid the tendrils, but this gave Trifa the chance to use the Asteroid Wisp power to strengthen her webbing and encase Knuckles in a webbed cocoon, sticking him to the floor. The faunus then shoots out strong webbing to trap Widow, quickly immobilizing her.

Trifa was running towards SHIELD agent and would've killed her, if Knuckles didn't quickly punch himself out of the cocoon while shouting, "SHOVEL CLAW!" as he's equipped with his weapons. Knuckles lunges and violently punch Trifa away with his Shovel Claw, then uses them to free Widow. Chang bombards the spider faunus with another laser barrage, keeping her at bay to block them. This was the chance for Knuckles to approach her and deliver a flaming spinning uppercut from her chin that shorted out her armor, defeating Trifa and knocking her unconscious.

"Why must you ALWAYS interfere?!" Adam asked Blake during their duel. The two former partners have an intense clash, with Blake evading Adam's attack with her own Semblance.

"You're about to commit the greatest sin in Faunus history!" Blake manages to catch his sword with her own sheath, leaving Adam to defense himself with Blush. Eventually, Adam catches her wrist and blocks her katana with Blush.

"Is it a sin to save Faunuskind from extinction? Does your HEART not care for us anymore?!" Suddenly, Adam grabs his sword and flings away Blake's cleaver, before knocking her in the side of her head with the hilt of Wilt. Blake gets knocked back several feet but was saved by Miles, while Peter swing-kicks Adam and knocking him back several feet.

"Of course I still care for our kind. For both Faunus AND humans! Destruction in another dimension and kidnapping an ENTIRE alien race to keep Faunus safe…we CAN'T achieve peace through tyranny!" Blake argued.

"Humans use tyranny to achieve their own goals! I have been on the receiving end of their wrath without mercy! They are the worst scum!" Adam argued. "You're protecting the REAL monsters! I will preserve the Faunus and take over this world!"

"That ambition will be your end." Blake glares at him before they continue their clash.

Nearby, Hawkeye fires a single, highly damaging arrow at the Hover Wisp-powered Fennec, who easily blocks the attack with a thrust of wind, but that was a distraction for Hawkeye to almost instantly fire numerous arrows with explosive tips into the air, all of them landing on the faunus and exploding before he had time to react.

Still, Fennec survived the super scatter shot with but a few scratches on his armor and says to Hawkeye, **"Your attack was meaningless, just like you, human." **before almost blasting him off the ship with cyclone blast.

"If you don't like humans, what's your opinion on a god then?" Hawkeye quipped, signaling Thor to attack.

The god of thunder before the fox faunus and summons a godly tornado of lightning from his axe while shouting, "BLOW MIGHTY NORTH WIND!" The tornado consumes Fennec and devastates him inside before Thor flies in and brutally slams his axe on the poor faunus, effortlessly smashing him out of his armor and defeating him.

Meanwhile, things look to be wrapping up between Iron Man and the Burst Wisp-armored Corsac. The armored combatants have a little air flight, flying around launching repulsors and fireballs respectively to devastate the other. **"Technically it's not mine, but I don't like seeing my tech being used so unremarkably." **Stark joked, firing repulsors that did some damage against Corsac.

"**This armor is essential for Faunus salvation." **Corsac countered, unleashing a fire beam that almost knocks Iron Man off the sky.

"Do you have a warrant for proof?" From the ground, Spider-Woman wraps the armored faunus in her webbing. Before Corsac could burn the webbing away, Yang jumped up and ferociously smashes him towards Jessica, as she yanks the faunus faster into her uppercut, sending him into the air for Iron Man to finish him off with a powerful Unibeam.

All but one White Fang member is defeated, which only leaves Adam still kicking. Adam tries using his Semblance to slice Blake in two, but Peter webbed her away in time, spinning then throwing her back at Adam so she could kick him in his mask. While stunned, Adam's sword was webbed away by Miles. "Give that back!" Adam demanded.

Miles ignores him as he casually throws his sword off the ship and quips, "Oops! Sorry! It was too slippery!"

Suddenly, Peter appears with a leaping upward kick that knocks Adam back a bit. "Here's another weapon you could use! Right in the face!" Peter slams a large web hammer down on his head, brutally knocking Adam to his knees in pain.

**BGM End**

Weakened and seemingly beaten, Adam pants on his knees alone in front of the control device. The Spider-Men and Blake confront him, looking ready to finish him off. The trio runs towards him and jumps shouting, "HAH!" preparing to defeat the High Leader for good.

But suddenly, Adam's hair and some markings on his attire and mask glow red as if he's using his Semblance again. He lets out a loud roar, "RRAAAAGH!" as a burst of energy emanates from his body and knocks the trio back onto the floor in front of the rest of their team.

Peter was the first to recover and look back at Adam. And the look he gives him is a shocked and horrified expression, as he realizes that Adam had a secret weapon at his disposal in case of an emergency. "You've got to be kidding…" Peter muttered.

The united heroes stare at Adam's shocking new form. The bull faunus has equipped himself with his own Nega-Wisp Armor, and it looks deadly. The armor resembles a metallic, humanoid Purple Frenzy Wisp with sharp pointed spines on his reinforced shoulder pads while his entire body is surrounded in a dark and sinister aura. His Grimm Mask devilishly resembles a Purple Wisp in their frenzy mode, having demonic-looking yellow eyes while wearing a mouthplate. His new armor helped him grow twice his normal size and enlarged his muscles, as each step he makes shakes the runway.

Adam forms a new red sword made entirely from Hyper-go-on energy to confront the united heroes to their true final battle. **"You have just witnessed the BIRTH of the **_**ultimate**_** FAUNUS!" **The newly-armored Dark Taurus introduced himself to his enemies, threatening to cut them down with ultimate power.

**BGM-Transformers Devastation OST-Final Boss Theme**

"Well that escalated quickly." Spider-Woman casually quipped upon witnessing the transformation of Dark Taurus.

"C-can he even do that!? Like, is that not again the rules or something?" Miles remarks, kinda nervous of Adam's new armor.

"**I MAKE the rules, insect!" **Dark Taurus menacingly responded.

"Not on our turf, metal-for-brains!" Scarlet Spider fearlessly retorted, still wanting a piece of him.

"Focus, guys, this is gonna be our toughest challenge yet!" Peter got his friends for the true final battle against Dark Taurus.

"**I will finish what I started **_**all **_**those years ago!" **Taurus charges his attack and rapid-fires purple fireballs from his hand influenced by the Burst Wisp. His fireballs are way too fast for most of the heroes to dodge since they could home in on their position. While they are too distracted dodging his fireballs, Taurus uses the Void Wisp to teleport around the arena, swinging his sword on his enemies one by one, effortlessly knocking them down.

"**Soon, the Faunus will have a world they can call home." **Taurus said.

Blake slowly stands from the damage she was inflicted and says to Adam, "We're not the same as humans, but we CAN co-exist with them! I will not allow you to destroy this world."

"**We should have stayed as allies, you know. Imagine what we could have accomplished…But you never had the strength to do what needed to be done and ran away like a coward." **Taurus taunted his former partner.

"I have the strength to stand up for those who cannot stand for themselves. That is what my friends taught me." Blake retorted.

"**I will put an end to you and your infernal friends!" **Taurus retorts, planning to slice her into ribbons if a sudden flying kick to the face knocked him away.

"Bad cowman! Don't touch my kitty!" Peter jokes, landing next to Blake after blind-sighting Taurus.

"**You! Parker! You took Blake away from me! I will take everything from you! Kill you, then your family, in this dimension and the next!" **Taurus threatened to kill Peter's family in both the Amazing and Ultimate Universe, blaming him for Blake to betray him.

"You are such a charmer. It's a wonder you got a girlfriend in the first place." Peter quipped.

The irritated Taurus growls, using his Semblance to create multiple afterimages and enhances their blade beams with the lightning speed of the Cyan Laser and the ferocity of the Frenzy Wisp aimed at Spider-Man. Peter activates his Hyper-Sense and seamlessly dodges all of his dreadful laser swings with afterimages of his own as he gets closer using his Maximum Spider to assault the madman with flying kicks. Taurus stops his annoying assault with the gravity power of the Asteroid Wisp and violently throws the webhead back onto the ground as the other heroes stand up.

Meanwhile, the Nega-Hyper Bomb is halfway done charging up the energy to destroy the city, signified by the cackling energy and the Nega-Wisps growing frantic. **"Behold, Parker. My new utopia will be born on the city you died in…" **Taurus taunted the webslinger.

"No, you are only destroying the city, NOT creating." Peter argued.

"**You don't really believe that, do you?" **Taurus tauntingly responded.

"It is the only thing I am sure I believe. YOU must be STOPPED!" Peter stated, narrowing his menacing eyes on the armored faunus.

"**You're welcome to try!" **Taurus taunts him.

Deciding to perform something he never thought of until now, Peter combines all the Color Webbing from his Web Wispons into one, creating a new multi-colored Rainbow Webbing that wraps around his fists to enhance his attacks to the highest level. "It will be my PLEASURE!" With his Hyper-Sense, Spider-Man moves faster than Adam could blink and unleashes a devastating Crawler Assault enhanced with his rainbow webbed fists, flipping then immediately launching two giant web balls at him with great destructive power.

"**Where did that power come from…?" **Adam remarks, feeling a little weakened from that surprise assault.

"Never heard of rainbow webbing before? Actually just thought of combining my color webbing together." Peter quipped.

That powerful assault on Taurus did something to him. It liberated some of the Wisps that were used to power his armor, weakening his strength. "Attacking him with Wisp attacks are freeing the Wisps powering his armor. That gives me an idea! Think we can all work together?" Peter asked his friends.

"Only one way to find out." Miles responded.

The united heroes absorb some of the Wisps that were liberated from Taurus as they finally go in on the offensive. "Taurus! Get ready for a world of PAIN!" Kaine claimed, using his Pink Wisp-enhanced stingers to ruthlessly stab him in the back.

Taurus grunts in pain while slowly losing the strength of the Wisps. As he elbows Kaine in the face, Spider-Woman blind his helmet with thick webbing, allowing Knuckles, Yang, and Thor to swing powerful hooks on his face one at a time that knocks him away. The Spider-Men quickly wrap the armored villain in more webbing, but Adam quickly ripped away from it with his aura and fires devastating eye lasers that scorches the arena using the Laser Wisp for a little bit.

"**I will not let you take victory AWAY from me!" **Taurus declared.

He disappears out of sight for a moment, filling the whole arena with a flurry of slashes as he dashes in several directions. At the end of his combo, he uses the Void Wisp's power to slash open a spatial rift into a dark void that'll suck in everything. Hawkeye counters his void with a void of his own, using a Void Wisp to power up an arrow and fires it at the black hole to neutralize its existence.

"**What-?!" **Adam remarks in shock that his black hole disappeared like that.

Peter cuts him off by relentlessly whipping him with a large rainbow web ball and quipping, "See my red costume? Toro toro toro!" to mock the bull Faunus.

Annoyed, Taurus slices the line of his web ball and blasts Peter away, **"You're not stopping this! NOT TODAY!"**

Suddenly, Miles runs pass Peter and retorts to Taurus, "We ARE stopping this! RIGHT NOW!" powering himself up with a Jade Wisp to turn into a ghost and phase through Adam's slash attack and his body as a whole. Miles reappears behind Taurus and brutally kicks him in the back and knocking him into several combo attacks from both Blake and Ilia.

Black Widow quickly fires an energy rocket just as Iron Man fires a Unibeam that Taurus blocks with his sword but was still pushed several feet back from the heroes. The armored faunus lets out an angered growl, slamming his sword to the ground and combines the power of Gray Quake and Red Burst to unleash a fiery shockwave that knocks away the heroes. Yang was able to survive and knock Adam back a good distance before firing at him. He blocks and absorbs the shots with his sword. Adam then seamlessly glides in circles around Yang before letting out another Wisp-powered Semblance attack that causes Yang to slide back a short distance.

Scarlet Spider takes a turn pummeling Taurus and the two proceed to trade violent blows at each other. Kaine lands a series of punches, kicks, and a few web attacks thrown in the mix on Adam, but he manages to send him back when he punches his sword. With a loud yell, Adam was going to let out a devastating attack with his Semblance if the other spiders didn't stop him.

"Dude, shut up. Everyone in the neighborhood can hear you." Spider-Woman quips, working with the other spiders to web up Taurus, stopping him from unleashing his Semblance. This gave Knuckles the chance to devastate his chest with a tackle from his Maximum Heat Knuckles Attack, staggering him to his knees for Thor to ruthlessly slam his axe upon him, calling down a powerful bolt of lightning from the heavens to pin him.

"**No! I'm not DONE YET!" **Adam unleashes a powerful burst of energy that blasts Thor and Knuckles out of his sight. The enraged faunus glares at Peter Parker for a final confrontation between them, summoning his energy blade and dash towards him.

"Are you stupid or stubborn? I can't tell." Peter quips, quickly creating a rainbow web hammer to struggle with Adam's sword on equal footing. Both combatants grunt intensely during their clash while it seems that Adam holds the edge over Spider-Man. Until he started talking, "Dude, your cha-cha's not bad, but your mambo definitely needs work. If you had a brain, you might be dangerous." He babbled, annoying Taurus enough to give Peter the edge in their struggle.

"**Kill you, then exterminate mankind!" **Taurus snarled.

"Not today, bullmoose. Now kid!" Peter shouts to Miles.

Then, an invisible Miles punches Taurus with a Venom Strike, an attack so strong so hard it cracks his faceplate. Miles uncloaks himself as Peter reels in his rainbow web hammer for the decisive blow, "It's…" delivering an absolutely brutal uppercut on Adam's helmet, "OVER, Taurus!" shattering it to reveal his scarred eye with a brand labeled "SDC".

**BGM End**

**BGM-Spider-Man: Into the Spider-Verse OST-Shoulder Touch**

Adam could barely stand on his knees. His Nega-Wisp Armor has taken a massive beating. And all the Wisps he abused have left him for the heroes. Meanwhile, the Nega-Hyper Bomb is going critical, meaning it won't be long until it explodes and obliterates New York City.

"**The bomb is about to explode any second now." **Iron Man warned his allies.

"Got a crazy idea that might work." Peter responds, before turning to Miles. "Miles. Combine the Wisps' power into one. Finish him off." He suggests that Miles be the one to finish things right here, right now.

"You want me to?" Miles turned to Blake, thinking she should be the one to land the final blow on her former partner.

"This is your home, Spider-Man. Protect it." Blake said to the young webslinger, allowing him this hero moment.

"NO!" The maskless Adam shouted. "You're not strong enough! You're just a child!" He insulted Miles.

"Then watch as this 13-year-old kid whoops your ass!" Miles mockingly quipped, taking the responsibility to defeat Adam Taurus.

Each type of Wisp from Cyan to Jade begin rotating around Miles one by one, while slowly lifting him off the ground. Once all the Wisps surround him, Miles combines the Wisps and grants himself a multicolored Aura. "You're not hurting anyone, ever again, Taurus! Hope you're ready for a Hyper Venom Blast!" He taunts Taurus.

"The what?" The confused Adam snarled.

Miles touches the faunus' shoulder and simply says, "Hey." discharging a powerful, multicolored Venom Blast, amplified by the Wisps' Hyper-go-on, with enough power to completely annihilates Adam's remaining Aura, electrocuting his body all the way to his brain cells and blasting him through the air screaming.

"AAAAAAAAAAARRRRGGGH!" Adam yelled.

Peter quickly webs up Adam and says, "Time to counter the negative with the positive!" as his plan is to use to the positive Wisp energy electrocuting Adam to deactivate the negative Wisp energy charging up the Nega-Hyper Bomb.

Miles webs up the faunus as well and the Spider-Men swing him around while Miles quips, "Hey Adam! Deactivate the bomb for us!"

The Spider-Men throw Adam directly towards the supercharged Nega-Hyper Bomb. Adam could do nothing but brace himself for impact, piercing through the energy field and faceplant into the bomb, making the Hyper Venom Blast extend around it. The collision of the two opposing energies explodes, consuming Adam completely and unleashes a rainbow shockwave that spreads throughout New York City. The Nega-Wisps that were caught in the shockwave reverted back to normal and every Wisp in the city flies towards the source of the blast.

"All the Wisps have returned to normal!" Knuckles shouts as the chaos from the shockwave caused the A.I.M. Advanced Carrier to slowly lose altitude.

Countless amount of Wisps circle around Nega-Hyper Bomb and use their Hyper-go-on energy to contain the explosion in an astonishing rainbow cyclone for all of New York City to admire its beauty. The Wisps' energy rain across Manhattan quelling the fires caused by A.I.M. and White Fang forces.

From Queens, Aunt May and Gwen Stacy marvel outside their house at the sight of the colorful cyclone cleaning up the streets of Manhattan. Mary Jane opens up the window in her room and gazes at the colorful fireworks in the city. Even the people over in Brooklyn couldn't believe what they're seeing, including Miles' parents from their apartment like his mother, Rio Morales, and his father, Jefferson Davis, having no clue that their son just saved the city.

Meanwhile, the A.I.M. Advanced Carrier is losing altitude and is about to crash into the ocean. The united heroes are holding on for their dearest lives while trying to think of ways to escape the crashing ship. Thankfully, a Quinjet suddenly appears piloted by Nick Fury, opening for the heroes to jump in.

"HOP IN!" Fury shouted at them.

The Spider-Team picks up the unconscious Albain brothers, Yuma, and Trifa first before everyone escapes into the Quinjet. Fury goes full throttle and rockets themselves away from the AIM ship as it explodes into the ocean.

"TOTALLY AWESOME!" Miles hollered in excitement that they just saved the city.

"That's what I'm talkin' about!" Kaine crosses his arms with a smile, as even he can't help but admit that was incredible experience.

"YES!" Yang punches the air with a victorious fist bump and a smile.

"WOHOOHOO!" Peter hollered.

"Now THAT was epic!" Spider-Woman admitted.

**BGM End**

The Quinjet safely lands on a random rooftop in Manhattan. The heroes walk out of the jet and looks on proudly as the Wisps' color cyclone ended and the sunrise makes itself known to New York City after it was narrowly saved from destruction.

"You did it, team. You saved the city!" Fury smiled, very proud of the heroes for saving the city.

"**All in a day's work, Fury." **Stark quipped.

"My men took care of the remaining A.I.M. and White Fang soliders and even found M.O.D.O.K. underneath the rubble from his mech. We'll keep them all in custody. What happened to Taurus?" Fury asked the heroes what became of the High Leader of the White Fang.

"I'm sure he's fine." Peter casually quipped.

"You two threw him at a bomb!" Blake retorted.

"He survived worse, right?" Miles joked.

"_6SF&SF$1." _Suddenly, a bunch of Wisps flew towards the heroes bringing them an armorless and unconscious Adam Taurus, severely wounded, but still alive after surviving the colornado.

"See? Tol'ja he was fine." Peter jokingly said to the cat Faunus.

"_8DG$5SST#." _A White Wisp speaks to the heroes in a language they can't understand without a translator.

"What is it saying?" Miles asked.

"Let me activate the Wisp translator function." Peter activates a function in his suit that changes the color of his lenses green to help himself translate their alien language. "Oh wow. They're saying Adam's in a coma, and as thanks for saving them, they used their powers to erase his memory knowing Peter Parker is Spider-Man." He informed his friends what he translated from the Wisps.

"They can DO that? Are they like the Men in Black?" Miles remarked, surprised that the Wisps are capable of erasing people's memories.

"More like the Wisps in Color." Yang quipped.

"Talk about a big win. That's unusual for me." Peter joked.

A Lightning Wisp flies towards Miles and hands him a portable transporter device of some kind that looks a little damaged. "What's this?" He wondered, while holding the device.

Stark takes a quick look at the thing and says, **"Looks like Taurus had a portable dimensional transporter stuck in his back pocket linked to the Super Collider. This should help you guys open a portal back into your dimension." **He stated that the device is the key to send Team Amazing back to their universe.

"Looks a little busted. Probably my fault. Does it still work?" Miles wondered. Several Wisps suddenly enter the portal device to power it up with a little Hyper-go-on energy, enough for Miles to open a multicolored portal that leads into the Amazing Universe. "Nevermind." He casually joked.

"**I could not be more excited. This is like Christmas." **Stark said, marveling at the beauty of an interdimensional portal.

"You are NOT going through that portal, Stark." Fury sternly told the armored idiot.

"**Oh, yes I am." **Stark quipped.

"Uh, no."

"**Just for a day."**

"The only ones going through the portal is Peter Parker and his friends. They're going home and we're shutting it down. This can of worms is closed and will remain closed." Fury stated.

"Now?" Peter responded.

"Good a time as any. Best keep that fool Taurus in this dimension." Fury said, wanting to keep Adam arrested in this dimension.

"I dunno. Dude's in a coma and the Wisps erased his memory knowing I'm Spider-Man. And it's Thanksgiving back home. Might as well be a _little _nice to the guy and have him enjoy cold turkey in prison. Right, Blake?" Peter turned to his cat friend.

"If you somehow think that's a good idea." Blake grinned, agreeing they should throw Taurus in jail in their dimension.

"You guys can keep MODOK and his goons here. Use him as a beachball for all I care." Peter joked to the Ultimates.

"**Sweet. And I get to pick his brain. Dimensional portals, hi-tech alien weaponary…"** Stark joked.

"You stay AWAY from that guy's brain. That's all I need." Fury retorted.

"**Like that's going to happen." **Stark quipped.

**BGM-Sonic Rush OST-Raisin' Me Up**

All the Wisps that were brought into the Ultimate Universe fly through the dimensional portal to return to their original dimension. Scarlet Spider holds up a webbed Adam Taurus as Team Amazing prepare to walk through the portal themselves. But before they go, they have one last goodbye with the heroes of this world, specifically with its spiders, Miles Morales and Jessica Drew. The Ultimate Spider-Man and Spider-Woman.

"Hey…Really, thank you." Peter talks to Miles sincerely.

"For what?" Miles asked.

"You know…keeping it going." Peter said.

"So you're _cool _with it?" Miles asked, if Peter is cool with him being the new Spider-Man in this universe.

"Entirely." Peter answered sincerely.

Miles nervously responds, "I have your, you know—your-."

"My blessing? Absolutely." Peter said, giving his blessing to Miles, which silently freaks him out on the inside.

"Do I have your blessing?" Spider-Woman asked Scarlet Spider for his blessing being the heroic spider-clone of this dimension.

"Yeah, whatever." Kaine stoically gives her his blessing, from clone to clone, with Jessica playfully punching his elbow.

Peter shakes hands with Nick Fury as Blake thanks the Ultimates on the behalf of her friends, "Thank you. All of you. Thank you for helping us get home and stopping our enemies. Thank you for all of this." She said with a sincere smile.

"It was nice working with all of you." Ilia smiled.

"You guys were great. Thanks for everything." Knuckles grinned.

"This time I promise to visit every chance I can get." Yang smiled cheerily.

"The scientist in me is doing the jig. This was amazing—just thank you." Peter said to the heroes of this world.

"Do you have any more advice how I can be a better Spider-Man?" Miles asked him.

"Let's see…uh…" Peter thinks about this for a moment and says to his young protégé, "Don't let anyone clone you. Seriously."

"Agreed." The spider-clones whole-heartedly said in unison.

Peter continues, "And only date one girl at a time. And—and if you find out a guy named Doctor Octopus is going to marry my Aunt May—stop it. And don't lend anyone named Wolverine or Mockingbird money. You'll never see it again. And once you beat up the bad guy leave the crime scene _as soon as possible_ because they'll try to make YOU clean it up. And wash your costume, like, daily, because it WILL get funky and people will make fun of you. And—and no matter what, never-."

"Should I get a pen?" Miles interrupts during his advising babble.

"No, listen, this is the most important thing I can possibly tell you about being Spider-Man. This is as true as it gets, if you ever see a-." And before Peter could finish, the dimensional portal consumes Team Amazing, transporting them back to their original universe as it closes.

**BGM End**

"**Aaaaaand…Closed." **Stark said as the portal closed after the portal device lost power to sustain it. **"Wow. What a day. And I would give the opposite advice on almost every subject, by the way, if anyone cares." **He says while admiring the portal device he took from Miles.

"Hands off the portal, Stark." Fury glared.

"**Just admiring it."**

"Give it to me and admire it from over there."

Miles is still in a small state of shock from having his most craziest adventure yet as his small time as Spider-Man. Meeting Peter Parker from another universe. Meeting aliens. Battling interdimensional terrorists. Quite a doozy one would think.

**BGM-Spider-Man: Into the Spider-Verse OST-Spider-Man Loves You**

"So you got his blessing." Fury put his hand on the kid's shoulder, taking him out of his shocked state.

"That was CRAZY." Miles remarked.

"You earned it, kid. Now you have to keep earning it." Fury smiled.

With some good advice and acknowledgement from the original Spider-Man, Miles was left very satisfied. The young webhead nods in agreement to Fury's words and fires a webline from his web-shooters to swing happily through the city, promising to continue the legacy of Spider-Man as the Ultimate Spider-Man.

* * *

**Super Collider Room (Amazing Universe)**

At the same time, Peter has just deactivated the Super Collider with his Goober now that he's back in his home universe. "There! Super Collider deactivated thanks to the Goober. I'll call the Avengers to dismantle this place once we're outta here." He said from the ceiling.

"Did you just say 'Goober'?" Kaine questioned.

"It's a multiversal term." Peter quipped.

"No it's not!" Kaine retorted.

Then, Yang and the others returned after knocking out the remaining guards left in this secret hideout after almost everyone went to invade the Ultimate Universe. "Guards are beat up and we destroyed the machine converting Wisps, meaning all of them are free. I think we're officially done here." Yang said with a victorious smile.

"That was some adventure, huh guys?" Knuckles asked his friends.

"You could say that again." Kaine remarked.

"Are you gonna be staying around for Thanksgiving?" Blake asked her spidery boyfriend.

"Once I throw Taurus into the Raft, why not? We're family, aren't we?" Kaine asked with a small smile behind his mask.

Blake smiles back and responds saying, "Yeah."

"Y'know, I actually kinda liked that other world." Peter said, giving his opinions of that other universe.

"The one where you're dead?" Yang quipped.

"Peter Parker may be dead over there, but Spider-Man lives on. Miles Morales is a good kid. Would like to see him again someday, teach him a few more moves, if I can find my Dimensional Travel Watch." Peter said, genuinely wanting to meet Miles again one day.

Yang wraps one arm around her boyfriend's neck, giving him a warm hug and says with a smile, "Maybe later, sweetie. Thanksgiving almost here! We got a parade to prepare and food to cook! And I am starving!"

"Let's head to the apartment. I'll cook you guys some chicken curry." Peter said.

"And this is why every world needs a Spider-Man." Yang joked, as the heroes walk out the secret hideout victorious with the Amazing Spider-Man after saving another universe, and the legacy of Spider-Man in that parallel world.

**BGM End**

* * *

**BGM-Ultimate Spider-Man Game OST-Menu Theme**

**KFX Here: And that's it for the main story of **_**Ultimate Fantasy**_**. Not a terribly long story, but I needed a break from big stories like **_**Shattered Dimensions **_**and **_**Edge of Time**_**. I would definitely like Miles Morales to make an appearance in this series every chance I get as I do really like the character. Earned my respect when he whooped Ultimate Goblin's ass in the comics. Adam's in a coma and doesn't remember Peter being Spider-Man. MODOK is stuck in the Ultimate Universe, doubt it'll be for long. And Miles is officially the new Ultimate Spider-Man! There's still an epilogue after this. Stick around. It might hint to the final story to the Spider-Verse Saga.**

**Question of the Chapter: What are your final thoughts on **_**Ultimate Fantasy**_**? Do you like Adam's character in this story? Did you agree or disagree with his argument during the final battle?**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


	10. Epilogue: Road to Spider-Verse

_Epilogue: Road to Spider-Verse_

**Manhattan, New Vale City (Amazing Universe)**

**BGM-Marvel Future Fight OST-Tonight (Remix)**

Happy Thanksgiving to everyone across Mobiant Earth. With the threat of A.I.M. and the White Fang neutralized for the time being, the city of New Vale can celebrate the holiday starting with the Macy's Thanksgiving Day Parade, right there on the morning streets of Manhattan. Millions of people from around the world are watching their favorite balloon floating down the streets, or tuning in to see their favorite performer sing and act on live television. One such singer is the 22-year-old Luna Snow, part-time pop star and full-time Super Hero with ice powers.

On her vehicle, It's Luna's turn to sing one of her favorite songs, "Tonight", into the mike during the parade for everyone to enjoy, "Another day, a crowded line, a sold-out show for us. All of the haters making a fuss, they trying to be like us. I'm always the one to fight back I won't and cannot be controlled. Keep fighting non-stop, but girl I won't crack. I'll be the one to light it up…"

"She is pretty _cool_." Peter Parker punned, watching Luna's performance on the crowded sidewalks alongside Mary Jane, Kaine, Cindy Moon, Kali Belladonna and her pet Chao, Atro.

"Peter, stop." MJ said, telling to stop with the ice puns.

"Seriously, don't make me punch you." Kaine threatened.

While Luna is singing an incredible song, the New Vale Police Department are walking down the parade led by Captain Yuri Watanabe holding a giant Spider-Man balloon floating in the air, as the city's way of saying thanks to the hero for protecting New Vale throughout this year.

"Hey look. The city brought back your balloon. Hopefully it won't pop this time." MJ joked, while Peter is taking pictures of his balloon and the rest of the festivities during the parade.

"This is my first time watching the Thanksgiving Parade in over five years. Doesn't look like things changed THAT much. But I LOVE that Luna Snow is in it. I'm a big K-pop fan." Cindy remarked, as she has been trapped in a bunker for years ever since she first got her spider-powers and have sadly been missing out on the festivities. "How 'bout you, Kaine?" She asked him if he's a big fan of music.

"I'm not a music guy." Kaine stoically answered.

"Is Harry not coming?" Peter asked MJ, wondering if his best friend will hang out with them during the parade.

"He will. Just finishing things up at Oscorp. You know how busy he can be." MJ replied with a smile.

"Chao chao!" Atro said happily after spotting someone in the parade that gets Kali's joyful attention.

"Oh. I can see my husband and his group showing up." Kali smiled, spotting Ghira's brotherhood of Faunus showing up in the parade alongside Ilia, with their own balloon and performance that entertains the crowd. "Peter, can you get a picture of them?" She kindly asked the photographer.

"Sure thing, Mrs. B." Peter happily takes a picture of the Faunus group marching in the parade. "Any chance you and your family want to drop by Aunt May's place for Thanksgiving dinner?" He invites the Belladonna family to spend quality time with the Parker family later tonight.

"We would love that." Kali smiled, accepting the invitation for a Faunus and Human family to mingle like true friends.

"Yo." Joining Peter's group during the parade is the colorful Team Sonic, greeted by the grinning Sonic the Hedgehog alongside his friends, Tails and Knuckles.

"Hey guys." Peter smiled, greeting his mobian friends.

"Thought we'd hang out with you guys for a little while 'til we see our pals in Beacon show up. Did you see my balloon pass by?" Sonic asked his friends.

"Yeah, and I was almost tempted not to take a picture of it since it led the parade." Peter joked.

"My balloon doesn't run the risk of popping by a lamppost." Sonic quipped with a grin.

"Have you looked at your spines? You could accidently pop yourself." Peter remarked.

"So Pete, we heard from Knuckles you guys visited a parallel dimension yesterday with the Wisps. Is that true?" Tails asked the webhead about his latest adventure in Earth-1610.

"Oh yeah. You were kinda gone for a little while. What happened?" Cindy Moon asked the brunette.

"Nothing much. AIM and the White Fang tried to conquer that other universe with the Wisps. Everyone looked younger. I was dead. I have a female clone. And there's a new Spider-Man named Miles over there." Peter casually summarizes his latest adventure in the Ultimate Universe.

"Wait, you're DEAD in that other universe?" Cindy remarked with a shocked expression on her face.

"A female clone?" Sonic remarks with a weird look.

"The new Spider-Man's named Miles? Cool, we share the same first name!" Tails smiled.

"Yup. It was one _crazy _adventure over there. Nothing we didn't handle." Knuckles remarked.

"Blake told me what happened. I'm so sorry, Peter, for Adam trying to take over that world and threatened to kill your family." Kali sincerely apologized.

"No need to apologize. Adam's a punk. He needed to be taught a lesson." Kaine responded.

"Honestly, I'm kinda glad he accidently sent us to that other world. A lot of people were affected by my death and I helped them give closure like with that world's Aunt May and Gwen Stacy." Peter responded with a smile.

"Gwen's ALIVE in that other universe? What about me?" MJ asked her ex-boyfriend.

"You were still a teenager and kinda emo, and didn't want to talk to me since I DID die in that other world." Peter replied, somewhat jokingly to MJ.

"Oh, poor me. Welp, at the very least, I'm proud of what you did over there. Helped that other world recover from your death and inspired a new guy to become Spider-Man." MJ smiled, proud of Peter for helping the Ultimate Universe.

"Miles is young, but he's shaping up to be one of the best spider-people I've ever met. That other universe is in good hands." Peter smiled, confident that Miles Morales has what it takes to become the Ultimate Spider-Man of his dimension.

**BGM End**

**BGM-Sonic Mania OST-Credits**

"Look! I see Ruby and the others showing up!" Tails noticed happily.

The group looks back at the parade and smiles at the students of Beacon Academy finally making an appearance during the parade. They have their own falloon with the Beacon symbol accompanied by the school's own marching band. Weiss Schnee is singing an ironic warm and joyful song that is loved by the audience as they keep cheering for her. The rest of Team RWBY and Team JNPR are part of their school's float, happily waving and addressing the crowd with their cheerful smiles.

"I'm happy to see my daughter enjoying herself." Kali smiled, looking at Blake and noticing her genuine, happy smile for everyone to see.

Ruby continues waving while her eyes glanced around for her other friends. She spotted Peter in the crowd, who happily winks his eye at her when the two noticed each other. Ruby waves directly at him with a brighter smile and has Peter take a picture of her in the parade.

"Y'know, speaking of spider-people…" Sonic speaks up to talk to Peter, "You've been teaming up with a lot of them lately."

"Come to think of it, ever since I met Cindy, my last few big adventures _have _been consistently spider-themed. A coincidence, or is there a deeper meaning I don't want to bother thinking about?" Peter asked, noticing the consistency of his recent adventures involving different Spider-Men.

"I'm just pointing things out. Knowing you, your luck is bound to bring more trouble." Sonic quipped.

"Yeah, well, I rather that trouble happen later than sooner. For now, it's Thanksgiving. I want to enjoy this as much as I can." Peter remarked, smiling before taking more pictures of the parade and enjoying himself for the rest of the day.

**BGM End**

* * *

**World of Camelot (from Sonic and the Black Knight)**

**BGM-Breath of Fire III OST-Dragon Slayer**

"GAAAAAAAAAH!" In an entirely different universe visited by Sonic the Hedgehog long ago, a man just got smashed through a forest after receiving the biggest beatdown of his entire life. He appears to be Spider-Man, but he's different from his mainstream counterpart. He's dressed in medieval Spider-Armor, which has seen better days. His armor is cracked, his sword and web-shooters are destroyed, and his helmet was obliterated in one punch by the mystery villain he is dying to.

This Peter Parker is coughing out blood badly, feeling extremely weakened and doesn't have the strength to stand up at all and only has the strength to talk to himself, "This can't be happening…I'm the Spider-Knight…I've beaten robbers and demons…Even held my own against the strongest Knights of the Round Table…But…none of them compare to whoever this guy is…"

Whoever Spider-Knight is facing, he is most definitely his strongest foe yet. This mystery man has long black hair and is dressed in steampunk clothing wearing an open black coat with a white undershirt beneath it. The spider-hero is helpless as this mystery man mercilessly grabs him by the neck, choking him while lifting him to the air. "T-Tell me…Who…are you…?" Spider-Knight asked his mysterious foe.

The villain's eyes start glowing yellow with ominous energy and simply says, "Your end." to the spider before snapping his neck. He opens his mouth and violently absorbs Spider-Knight's life force into himself until he was completely drained, leaving him as a dead husk that the villain throws away like trash.

"So many spiders. So easy to kill. They cannot escape from the inevitable. Run. Hide. It does not matter. I WILL find them. Hunt each of them, one by one, 'til the end of time. And in the end, all Spiders will _die_." This man claims he will put an end to every Spider-Man in existence. Hunt them all down in a Great Hunt. Who is this man you may ask? He is a mystery to every world but a few. And only those few worlds know him by the name…Morlun.

**BGM End**

* * *

**BGM-Ultimate Spider-Man Game OST-Menu Theme**

**KFX Here: He's been teased since **_**Avengers Academy**_**, but he's back. Morlun of the Inheritors has returned to the United Heroes series, ever since his defeat in **_**The Fell Awakening**_**. But how has he returned? Well, you're just gonna have to find out when he appears as a main villain in the finale to the Spider-Verse Saga, titled **_**Spider-Verse**_**. I'm planning for this next story to be like a combination of the original "Spider-Verse" comic and "Spider-Geddon" with my own original ideas thrown in the mix. I'm still in the early brainstorming phase how I'm going to write this next story, so **_**Spider-Verse **_**won't be published for a while until I know what to do. If any of you want to contribute helping me write **_**Spider-Verse**_**, please, PM me or visit my forum page with your ideas. I will appreciate it. **

**Also, you can see **_**Ultimate Fantasy **_**as my "Thanksgiving special" for this year.**

**Remember: I have a forum page! Link can be found on my homepage or search for the "United Heroes Series" forums!**

**BGM End**


End file.
